July 8, 1997


BY EDGAR

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

      On behalf of Ascent Entertainment  Group, Inc. (the "Company"),  submitted
for filing under the Securities  Exchange Act of 1934, as amended, is a complete
copy of a Current  Report on Form 8-K, with  exhibits,  relating to, among other
things,  the Preferred Share Purchase Rights to be distributed by the Company to
shareholders  of record on July 10,  1997  pursuant  to a dividend  distribution
declared on June 27, 1997.

      Please do not  hesitate  to contact  the  undersigned  with any  questions
regarding the enclosed.

                                    Very truly yours,

                                    /s/ David B. Ehrlich

                                    David B. Ehrlich
                                    Assistant General Counsel

DBE/ml





<PAGE>





                       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 27, 1997


                        ASCENT ENTERTAINMENT GROUP, INC.
               (Exact Name of Registrant as Specified in Charter)


                                    DELAWARE
                            (State of Incorporation)


        0-27192                                      52-1930707
                                                                 Commission File
                                                                      Number(IRS
                                                                        Employer
                                                      Identification No.)

1200 SEVENTEENTH STREET, SUITE 2800
                                                             DENVER,
                                                      COLORADO
                                                      80202
                                                      (Address of Principal
                                                      Executive Officers)(Zip
                                                      Code)


                                  (303) 626-7000
                          Registrant's Telephone Number











<PAGE>


                                                                               9

Item 5.     Other Events.

            On June 27, 1997, Ascent  Entertainment Group, Inc. ("Ascent" or the
"Company")  issued  a  press  release  confirming  the  consummation  of  COMSAT
Corporation's  spin-off of its 80.67%  ownership  interest in Ascent to COMSAT's
shareholders through a tax-free dividend. Additionally, as noted in the release,
two COMSAT  officers,  Allen Flower and Alan  Korobov and two COMSAT  directors,
Edwin  Colodny  and Robert  Schwartz,  resigned as  directors  of Ascent and Mr.
Schwartz resigned as Chairman of the Ascent Board.  Immediately thereafter,  the
remaining  members of the Ascent Board acted to set the size of the Board at six
members  and  elected  Peter  Barton,  James A.  Cronin,  III and Paul  Gould as
directors  of Ascent and named  Charlie  Lyons,  President  and CEO of Ascent as
Chairman of the Board.

            Additionally  on June 27,  1997,  the Board of  Directors  of Ascent
declared a dividend of one preferred  share  purchase right (a "Right") for each
outstanding  share of common  stock,  par  value  $.01 per  share  (the  "Common
Shares"),  of the Company. The dividend is payable on July 10, 1997 (the "Record
Date") to the  stockholders  of record on that  date.  Each Right  entitles  the
registered  holder to purchase from the Company one  one-hundredth of a share of
Series A Junior  Participating  Preferred  Stock,  par value $.01 per share (the
"Preferred  Shares"),  of the Company at a price of $40.00 per one one-hundredth
of a  Preferred  Share  (the  "Purchase  Price"),  subject  to  adjustment.  The
description  and terms of the  Rights are set forth in a Rights  Agreement  (the
"Rights  Agreement")  between the  Company  and The Bank of New York,  as Rights
Agent (the "Rights Agent").

            Until  the  earlier  to  occur  of (i) 10 days  following  a  public
announcement  that a person or group of  affiliated  or  associated  persons (an
"Acquiring  Person")  have acquired  beneficial  ownership of 15% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors  prior to such time as any person
or group of  affiliated  persons  becomes an  Acquiring  Person)  following  the
commencement  of, or  announcement  of an  intention  to make, a tender offer or
exchange  offer  the  consummation  of  which  would  result  in the  beneficial
ownership by a person or group of 15% or more of the outstanding  Common Shares,
(the earlier of such dates being the  "Distribution  Date"),  the Rights will be
evidenced,  with respect to any of the Common Share certificates  outstanding as
of the Record Date, by such Common Share  certificate with a copy of the Summary
of Rights attached thereto.

            The Rights Agreement  provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights),  the Rights will be transferred
with and only with the Common Shares.  Until the  Distribution  Date (or earlier
redemption or expiration of the Rights),  new Common Share  certificates  issued
after the Record  Date upon  transfer  or new  issuance  of Common  Shares  will
contain a notation  incorporating  the Rights Agreement by reference.  Until the
Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  the
surrender for transfer of any certificates  for Common Shares  outstanding as of
the Record Date,  even without such  notation or a copy of the Summary of Rights
being  attached  thereto,  will  also  constitute  the  transfer  of the  Rights
associated with the Common Shares  represented by such  certificate.  As soon as
practicable  following the Distribution Date, separate  certificates  evidencing
the  Rights  ("Right  Certificates")  will be mailed to holders of record of the
Common  Shares as of the close of  business  on the  Distribution  Date and such
separate Right Certificates alone will evidence the Rights.

            The Rights are not  exercisable  until the  Distribution  Date.  The
Rights will expire on July 10, 2007 (the "Final  Expiration  Date"),  unless the
Final  Expiration Date is extended or unless the Rights are earlier  redeemed or
exchanged by the Company, in each case, as described below.

            The Purchase  Price payable,  and the number of Preferred  Shares or
other securities or property  issuable,  upon exercise of the Rights are subject
to adjustment from time to time to prevent  dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
securities  convertible into Preferred Shares with a conversion price, less than
the  then-current  market  price  of the  Preferred  Shares  or  (iii)  upon the
distribution to holders of the Preferred  Shares of evidences of indebtedness or
assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
retained  earnings or dividends  payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

            The   number  of   outstanding   Rights   and  the   number  of  one
one-hundredths  of a Preferred  Share  issuable  upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock  dividend on the  consolidations  or  combinations  of the Common Shares
occurring, in any such case, prior to the Distribution Date.

            Preferred Shares purchasable upon exercise of the Rights will not be
redeemable.  Each  Preferred  Share will be entitled  to a minimum  preferential
quarterly  dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend  declared per Common  Share.  In the event of
liquidation,  the holders of the Preferred  Shares will be entitled to a minimum
preferential  liquidation  payment of $100 per share but will be  entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes,  voting together with the Common Shares.  Finally, in
the event of any merger,  consolidation  or other  transaction  in which  Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount  received per Common  Share.  These rights are protected by customary
anti-dilution provisions.

            Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights,  the value of the one  one-hundredth  interest in a Preferred
Share  purchasable  upon exercise of each Right should  approximate the value of
one Common Share.

            In the  event  that the  Company  is  acquired  in a merger or other
business  combination  transaction or 50% or more of its consolidated  assets or
earning  power are sold after a person or group has become an Acquiring  Person,
proper  provision  will be made so that each  holder of a Right will  thereafter
have the  right  to  receive,  upon the  exercise  thereof  at the then  current
exercise  price of the  Right,  that  number of  shares  of common  stock of the
acquiring company which at the time of such transaction will have a market value
of two times the  exercise  price of the Right.  In the event that any person or
group of affiliated or associated  persons becomes an Acquiring  Person,  proper
provision  shall be made so that  each  holder  of a Right,  other  than  Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter  have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.

            At any time after any person or group  becomes an  Acquiring  Person
and  prior  to the  acquisition  by such  person  or group of 50% or more of the
outstanding  Common  Shares,  the Board of Directors of the Company may exchange
the Rights  (other  than  Rights  owned by such  person or group which will have
become void),  in whole or in part, at an exchange ratio of one Common Share, or
one  one-hundredth  of a Preferred  Share (or of a share of a class or series of
the  Company's  preferred  stock  having  equivalent  rights,   preferences  and
privileges), per Right (subject to adjustment).

            With certain exceptions, no adjustment in the Purchase Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such Purchase Price. No fractional  Preferred  Shares will be issued (other than
fractions  which are  integral  multiples  of one  one-hundredth  of a Preferred
Share,  which may, at the  election of the Company,  be evidenced by  depositary
receipts) and, in lieu thereof,  an adjustment in cash will be made based on the
market price of the  Preferred  Shares on the last trading day prior to the date
of exercise.

            At any  time  prior  to the  acquisition  by a  person  or  group of
affiliated or associated  persons of beneficial  ownership of 15% or more of the
outstanding  Common Shares, the Board of Directors of the Company may redeem the
Rights,  in whole but not in part, at a price of $.01 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time on such
basis with such  conditions as the Board of Directors,  in its sole  discretion,
may  establish.  Immediately  upon any  redemption  of the Rights,  the right to
exercise the Rights will  terminate  and the only right of the holders of Rights
will be to receive the Redemption Price.

            The terms of the Rights may be amended by the Board of  Directors of
the Company  without the  consent of the  holders of the  Rights,  including  an
amendment  to lower  certain  thresholds  described  above to not less  than the
greater of (i) the sum of .001% and the largest  percentage  of the  outstanding
Common  Shares  then known to the Company to be  beneficially  owned by any such
person or group of affiliated or  associated  persons and (ii) 10%,  except that
from and after  such time as any  person or group of  affiliated  or  associated
persons becomes an Acquiring  Person no such amendment may adversely  affect the
interests of the holders of the Rights.

            Until a Right is exercised,  the holder thereof,  as such, will have
no rights as a stockholder of the Company,  including,  without limitation,  the
right to vote or to receive dividends.

            A copy of the Rights  Agreement has been filed as an Exhibit hereto.
This  summary  description  of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement,  which is hereby
incorporated herein by reference.

            On June 27, 1997,  the  Company's  Board of Directors  also approved
certain  amendments to the Company's Bylaws relating to, among other things, (i)
procedures to be followed by stockholders to nominate  director  candidates,  to
bring business  before a  stockholders'  meeting and to act by written  consent,
(ii)  eliminating  the  ability of  stockholders  to call  special  meetings  of
stockholders and (iii)  indemnification of directors and officers.  The Board of
Directors also amended the employment  agreements between the Company and two of
its executive  officers,  and entered into employment  agreements with two other
executive officers.  Copies of the Company's Amended and Restated Bylaws and the
Employment  Agreements  between the Company and its executive officers have been
filed as Exhibits hereto and are incorporated herein by reference.








            Item 7.Exhibits.

                              3.1Amended and Restated Bylaws of Ascent
                  Entertainment Group, Inc. as of June 27, 1997.

                              4.1Rights Agreement, dated as of June 27, 1997,
                  between Ascent Entertainment Group, Inc. and The Bank of
                  New York.

                              10.1Amended and Restated Employment Agreement
                  by and between Ascent Entertainment Group, Inc. and Charles
                  Lyons.

                              10.2Amended and Restated Employment Agreement
                  by and between Ascent Entertainment Group, Inc. and James
                  A. Cronin, III.

                              10.3Employment Agreement by and between Ascent
                  Entertainment Group, Inc. and Arthur M. Aaron.

                              10.4Employment Agreement by and between Ascent
                  Entertainment Group, Inc. and David A. Holden.

                              99.1Press Release, dated June 27, 1997.






<PAGE>


                                    SIGNATURE



            Pursuant  to  the  requirements  of  Section  12 of  the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                          ASCENT ENTERTAINMENT GROUP, INC.


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


            Dated:July 8, 1997






<PAGE>


                                  EXHIBIT LIST




      3.1   Amended and Restated Bylaws of Ascent
            Entertainment Group, Inc. as of June
            27, 1997.

                  4.1Rights Agreement, dated as of June 27,
            1997, between Ascent Entertainment Group,
            Inc. and The Bank of New York.

                  10.1Amended and Restated Employment Agreement
            by and between Ascent Entertainment Group,
            Inc. and Charles Lyons.

                  10.2Amended and Restated Employment Agreement
            by and between Ascent Entertainment Group,
            Inc. and James A. Cronin, III.

                  10.3Employment Agreement by and between Ascent
            Entertainment Group, Inc. and Arthur M.
            Aaron.

                  10.4Employment Agreement by and between Ascent
            Entertainment Group, Inc. and David A.
            Holden.

                  99.1Press Release, dated June 27, 1997.







<PAGE>


                                                                              18

                                                                     EXHIBIT 3.1
                           AMENDED AND RESTATED BYLAWS

                                       OF

                        ASCENT ENTERTAINMENT GROUP, INC.

                               as of June 27, 1997


                                   ARTICLE I.

                                     OFFICES

            The Corporation  shall maintain a registered  office in the State of
Delaware as required by law. The Corporation may also have offices at such other
places both  within and without the State of Delaware as the Board of  Directors
may from time to time determine or the business of the Corporation may require.


                                   ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

            Section 1. Place of Meetings.  All meetings of the  stockholders for
the  election of  directors  shall be held at such place,  within or without the
State of  Delaware,  as shall be  designated  from  time to time by the Board of
Directors and stated in the notice of the meeting.  Meetings of stockholders for
any other  purpose  may be held at such time and place,  within or  without  the
State of Delaware,  as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

            Section 2. Annual Meetings. Annual meetings of stockholders shall be
held on such date and at such time as shall be  designated  from time to time by
the Board of Directors  and stated in the notice of the  meeting,  at which they
shall elect by a plurality  vote a board of directors,  subject to the rights of
any series of stock having a preference over the Common Stock of the Corporation
as to dividends or upon liquidation ("Preferred Stock") to elect directors under
specified  circumstances,  and transact  such other  business as may properly be
brought before the meeting.

            Section 3. Special Meetings. Subject to the rights of the holders of
any series of Preferred  Stock with  respect to such series of Preferred  Stock,
special  meetings  of the  stockholders,  for any  purpose or  purposes,  unless
otherwise  prescribed by statute or by the Certificate of Incorporation,  may be
called only by the Chairman of the Board or by the Board of  Directors  pursuant
to a resolution adopted by a majority of the total number of directors which the
Corporation would have if there were no vacancies (the "Whole Board").  Business
transacted  at any  special  meeting  of  stockholders  shall be  limited to the
purposes stated in the notice.

            Section 4.  Notice of  Meetings.  Written or printed  notice of each
meeting,  stating  the place,  date and hour of the  meeting  and the purpose or
purposes for which the meeting is called,  shall be delivered by the Corporation
to each  stockholder of record entitled to vote at such meeting not less than 10
nor more than 60 days  before the date of the  meeting.  If mailed,  such notice
shall be deemed to be delivered  when  deposited in the United  States mail with
postage  thereon  prepaid,  addressed  to the  stockholder  at his address as it
appears on the stock  transfer  books of the  Corporation.  Such further  notice
shall be given as may be required by law. Meetings may be held without notice if
all stockholders  entitled to vote are present,  or if notice is waived by those
not present in  accordance  with  Section 2 of Article VI of these  Bylaws.  Any
previously  scheduled meeting of the stockholders may be postponed,  and (unless
the Certificate of Incorporation  otherwise provides) any special meeting of the
stockholders  may be canceled,  by  resolution  of the Board of  Directors  upon
public notice given prior to the date  previously  scheduled for such meeting of
stockholders.

            Section  5.  Quorum;  Adjournments  of  Meetings.  The  holders of a
majority  of the  stock  issued  and  outstanding  and  entitled  to vote in the
election of directors thereat,  present in person or represented by proxy, shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business,  except as otherwise  provided by the  Certificate  of  Incorporation.
However, when specified business is to be voted on by a class or series of stock
voting as a class,  the  holders  of a  majority  of the shares of such class or
series shall  constitute a quorum of such class or series for the transaction of
such business.  The Chairman of the meeting or the stockholders entitled to vote
thereat,  present in person or represented by proxy, shall have power to adjourn
the meeting from time to time,  whether or not there is such a quorum. No notice
of the time and place of adjourned  meetings need be given except as required by
law. At a duly called meeting at which a quorum is present or  represented,  any
business may be transacted until adjournment,  notwithstanding the withdrawal of
enough stockholders to leave less than a quorum.


<PAGE>





            Section 6. Vote;  Proxy.  In all matters  other than the election of
directors, when a quorum is present at any meeting, the vote of the holders of a
majority  of the  shares  of stock  having  voting  power  present  in person or
represented  by proxy  and  entitled  to vote on the  matter  shall  decide  any
question  brought before such meeting,  except as otherwise  provided by express
provision of the statutes,  the  Certificate of  Incorporation  or these Bylaws.
Unless otherwise provided in the Certificate of Incorporation,  each stockholder
shall at every meeting of the  stockholders be entitled to one vote in person or
by proxy for each share of the capital  stock  having  voting power held by such
stockholder  on the record date set by the Board of Directors as provided for in
Section 6 of  Article V of these  Bylaws,  but no proxy  shall be voted on after
three years from its date,  unless the proxy provides for a longer  period.  All
proxies must be filed with the Secretary of the  Corporation at the beginning of
each meeting in order to be counted in any vote at the meeting.


<PAGE>





            Section 7.  Notice of Stockholder Business and Nominations.


<PAGE>





            (A) Annual Meetings of Stockholders.  (1) Nominations of persons for
election  to the Board of  Directors  of the  Corporation  and the  proposal  of
business to be considered by the  stockholders  may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's  notice of meeting,  (b) by or
at the  direction  of the Board of Directors  or (c) by any  stockholder  of the
Corporation  who was a  stockholder  of  record  at the time of giving of notice
provided  for in this  Bylaw,  who is  entitled  to vote at the  meeting and who
complies with the notice procedures set forth in this Bylaw.


<PAGE>





            (2) For nominations or other business to be properly  brought before
an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this Bylaw,  the stockholder must have given timely notice thereof in writing to
the Secretary of the  Corporation  and such other  business must  otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice shall
be  delivered  to  the  Secretary  at the  principal  executive  offices  of the
Corporation  not later than the close of  business  on the 60th day nor  earlier
than the close of business on the 90th day prior to the first anniversary of the
preceding year's annual meeting;  provided,  however, that in the event that the
date of the  annual  meeting  is more  than 30 days  before or more than 60 days
after such anniversary  date,  notice by the stockholder to be timely must be so
delivered  not earlier  than the close of business on the 90th day prior to such
annual meeting and not later than the close of business on the later of the 60th
day prior to such  annual  meeting  or the 10th day  following  the day on which
public  announcement  of  the  date  of  such  meeting  is  first  made  by  the
Corporation.  In no event shall the public  announcement of an adjournment of an
annual  meeting  commence a new time  period  for the giving of a  stockholder's
notice as described above. Such  stockholder's  notice shall set forth (a) as to
each  person  whom  the  stockholder   proposes  to  nominate  for  election  or
re-election  as a director  all  information  relating  to such  person  that is
required to be disclosed in  solicitations  of proxies for election of directors
in an election  contest,  or is  otherwise  required,  in each case  pursuant to
Regulation  14A under the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act"),  and Rule 14a-11  thereunder  (including such person's written
consent to being named in the proxy  statement  as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting,  a brief  description of the business desired to be
brought  before the meeting,  the reasons for  conducting  such  business at the
meeting and any material  interest in such business of such  stockholder and the
beneficial  owner,  if any, on whose behalf the proposal is made;  and (c) as to
the  stockholder  giving the notice and the beneficial  owner,  if any, on whose
behalf  the  nomination  or  proposal  is made (i) the name and  address of such
stockholder,  as they appear on the Corporation's  books, and of such beneficial
owner and (ii) the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner.


<PAGE>





            (3)  Notwithstanding  anything in the second  sentence of  paragraph
(A)(2) of this Bylaw to the contrary,  in the event that the number of directors
to be elected to the Board of Directors  of the  Corporation  is  increased  and
there is no public  announcement by the  Corporation  naming all of the nominees
for director or specifying the size of the increased Board of Directors at least
70 days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the
Corporation  not later than the close of business on the 10th day  following the
day on which such public announcement is first made by the Corporation.


<PAGE>





            (B) Special  Meetings of  Stockholders.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting  pursuant to the  Corporation's  notice of meeting.  Nominations  of
persons for election to the Board of Directors may be made at a special  meeting
of  stockholders  at  which  directors  are  to  be  elected   pursuant  to  the
Corporation's  notice  of  meeting  (a) by or at the  direction  of the Board of
Directors  or (b)  provided  that the Board of  Directors  has  determined  that
directors  shall  be  elected  at  such  meeting,  by  any  stockholder  of  the
Corporation  who is a  stockholder  of  record  at the time of  giving of notice
provided for in this Bylaw, who shall be entitled to vote at the meeting and who
complies with the notice  procedures  set forth in this Bylaw.  In the event the
Corporation  calls a special meeting of stockholders for the purpose of electing
one or more  directors  to the  Board of  Directors,  any such  stockholder  may
nominate  a  person  or  persons  (as the case may  be),  for  election  to such
position(s)  as  specified  in  the  Corporation's  notice  of  meeting,  if the
stockholder's  notice  required  by  paragraph  (A)(2)  of this  Bylaw  shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier  than the close of  business  on the 90th day prior to such  special
meeting  and not later than the close of  business  on the later of the 60th day
prior to such special  meeting or the 10th day following the day on which public
announcement  is  first  made of the  date  of the  special  meeting  and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event  shall the public  announcement  of an  adjournment  of a special  meeting
commence a new time period for the giving of a stockholder's notice as described
above.


<PAGE>





            (C) General.  (1) Only such persons who are  nominated in accordance
with the  procedures  set  forth in this  Bylaw  shall be  eligible  to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance  with the procedures
set forth in this Bylaw. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws,  the Chairman of the meeting shall have the power
and duty to  determine  whether a  nomination  or any  business  proposed  to be
brought  before  the  meeting  was made or  proposed,  as the  case  may be,  in
accordance  with the  procedures  set forth in this Bylaw and,  if any  proposed
nomination  or business is not in  compliance  with this Bylaw,  to declare that
such defective proposal or nomination shall be disregarded.


<PAGE>





            (2) For  purposes of this Bylaw,  "public  announcement"  shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or  comparable  national or  international  news  service or in a document
publicly filed by the  Corporation  with the Securities and Exchange  Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.


<PAGE>





            (3)  Notwithstanding  the  foregoing  provisions  of this  Bylaw,  a
stockholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this Bylaw.  Nothing in this Bylaw shall be deemed to affect any rights
(i) of stockholders to request inclusion of proposals in the Corporation's proxy
statement  pursuant to Rule 14a-8 under the  Exchange Act or (ii) of the holders
of  any  series  of  Preferred   Stock  to  elect   directors   under  specified
circumstances.


<PAGE>





            Section 8. Action in Lieu of Meeting.  Unless otherwise  provided in
the Certificate of Incorporation,  any action required to be taken at any annual
or special meeting of stockholders of the  Corporation,  or any action which may
be taken at any annual or special  meeting  of such  stockholders,  may be taken
without a meeting,  without  prior  notice and  without a vote,  if a consent in
writing,  setting  forth the action so taken,  shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking of
the corporate  action without a meeting by less than unanimous  written  consent
shall be given to those stockholders who have not consented in writing.


<PAGE>





            Section 9. Record Date for Action by Written Consent.  In order that
the Corporation may determine the stockholders  entitled to consent to corporate
action in writing  without a meeting,  the Board of  Directors  may fix a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing the record  date is  adopted  by the Board of  Directors,  and which date
shall not be more than 10 days after the date upon which the  resolution  fixing
the record date is adopted by the Board of Directors.  Any stockholder of record
seeking to have the  stockholders  authorize or take corporate action by written
consent  shall,  by  written  notice  to the  Secretary,  request  the  Board of
Directors to fix a record date. The Board of Directors  shall  promptly,  but in
all events  within 10 days  after the date on which such a request is  received,
adopt a resolution  fixing the record date.  If no record date has been fixed by
the Board of  Directors  within 10 days of the date on which  such a request  is
received,  the record date for determining  stockholders  entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable  law,  shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the  Corporation by delivery to its registered  office in Delaware,
its  principal  place of business or to any officer or agent of the  Corporation
having custody of the book in which  proceedings of meetings of stockholders are
recorded.  Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been  fixed by the  Board of  Directors  and  prior  action  by the Board of
Directors  is  required  by  applicable  law,  the record  date for  determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting  shall be at the  close of  business  on the date on which  the Board of
Directors adopts the resolution taking such prior action.


<PAGE>






            Section  10.  Inspectors  of  Written  Consent.  In the event of the
delivery,  in the  manner  provided  by  Section  9 of this  Article  II, to the
Corporation  of the  requisite  written  consent or consents  to take  corporate
action  and/or any related  revocation or  revocations,  the  Corporation  shall
engage nationally recognized independent inspectors of elections for the purpose
of promptly  performing a ministerial review of the validity of the consents and
revocations.  For the  purpose of  permitting  the  inspectors  to perform  such
review,  no action by written consent without a meeting shall be effective until
such date as the  independent  inspectors  certify to the  Corporation  that the
consents  delivered  to the  Corporation  in  accordance  with Section 9 of this
Article  II  represent  at least  the  minimum  number  of votes  that  would be
necessary to take the  corporate  action.  Nothing  contained in this  paragraph
shall in any way be construed to suggest or imply that the Board of Directors or
any stockholder  shall not be entitled to contest the validity of any consent or
revocation   thereof,   whether  before  or  after  such  certification  by  the
independent  inspectors,  or  to  take  any  other  action  (including,  without
limitation,  the  commencement,  prosecution or defense of any  litigation  with
respect thereto, and the seeking of injunctive relief in such litigation).


<PAGE>





            Section 11. Effectiveness of Written Consent.  Every written consent
shall bear the date of signature of each  stockholder  who signs the consent and
no written  consent shall be effective to take the corporate  action referred to
therein  unless,  within 60 days of the date the earliest dated written  consent
was received in accordance  with Section 9 of this Article II, a written consent
or  consents  signed by a  sufficient  number of holders to take such action are
delivered  to the  Corporation  in the  manner  prescribed  in Section 9 of this
Article II.


<PAGE>





            Section 12.  Stockholders  Record. The officer who has charge of the
stock ledger of the Corporation  shall prepare and make, at least 10 days before
every meeting of stockholders,  a complete list of the stockholders  entitled to
vote at the meeting,  arranged in alphabetical order, and showing the address of
each  stockholder  and the  number  of  shares  registered  in the  name of each
stockholder.  Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days  prior to the  meeting,  either at a place  within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting,  or, if not so  specified,  at the place where the meeting is to be
held.  The list  shall  also be  produced  and kept at the time and place of the
meeting during the whole time thereof,  and may be inspected by any  stockholder
who is present.


<PAGE>








                                  ARTICLE III.


<PAGE>





                                    DIRECTORS


<PAGE>





            Section 1. Powers.  The business of the Corporation shall be managed
by or under the  direction  of its Board of  Directors  which may  exercise,  in
addition to the powers and authorities by these Bylaws expressly  conferred upon
them, all such powers of the  Corporation and do all such lawful acts and things
as are not by statute or by the Certificate of  Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.


<PAGE>





            Section 2. Number of Directors. Subject to the rights of the holders
of  any  series  of  Preferred   Stock  to  elect   directors   under  specified
circumstances,  and subject to  compliance  with law and the  provisions  of the
Corporation's  Certificate of  Incorporation,  the number of directors  shall be
fixed  from time to time  exclusively  pursuant  to a  resolution  adopted  by a
majority of the Whole Board.


<PAGE>





            Section 3. Compensation of Directors. Unless otherwise restricted by
the Certificate of Incorporation  or these Bylaws,  the Board of Directors shall
have the authority to fix the  compensation  of directors.  The directors may be
paid their  expenses,  if any,  of  attendance  at each  meeting of the Board of
Directors  and may be paid a fixed sum for  attendance  at each  meeting  of the
Board of  Directors  or a stated  salary  as  director.  No such  payment  shall
preclude any director  from serving the  Corporation  in any other  capacity and
receiving compensation  therefor.  Members of special or standing committees may
be allowed like compensation for attending committee meetings.


<PAGE>





            Section 4.  Place of Meetings.  The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Delaware.


<PAGE>





            Section  5.  Regular  Meetings.  Regular  meetings  of the  Board of
Directors  may be held  without  notice at such time and at such  place as shall
from time to time be determined by the Board of Directors.


<PAGE>





            Section  6.  Special  Meetings.  Special  meetings  of the  Board of
Directors  shall be called by the  Chairman  of the Board,  the  President  or a
majority  of the Board of  Directors  then in  office.  The  person  or  persons
authorized to call special  meetings of the Board of Directors may fix the place
and time of the meetings.


<PAGE>





            Section 7. Notice.  Notice of any special meeting of directors shall
be given to each  director  at his  business  or  residence  in  writing by hand
delivery,  first-class  or  overnight  mail  or  courier  service,  telegram  or
facsimile  transmission,  or orally by telephone. If mailed by first-class mail,
such notice shall be deemed  adequately  delivered  when deposited in the United
States mails so addressed,  with postage thereon prepaid, at least 5 days before
such meeting.  If by telegram,  overnight mail or courier  service,  such notice
shall be deemed  adequately  delivered  when the  telegram is  delivered  to the
telegraph  company or the notice is delivered to the  overnight  mail or courier
service  company  at  least  24  hours  before  such  meeting.  If by  facsimile
transmission,  such notice shall be deemed adequately  delivered when the notice
is transmitted at least 12 hours before such meeting. If by telephone or by hand
delivery,  the notice shall be given at least 12 hours prior to the time set for
the meeting.  Neither the business to be transacted  at, nor the purpose of, any
regular or special  meeting of the Board of  Directors  need be specified in the
notice of such meeting, except for amendments to these Bylaws, as provided under
Section  Article IX. A meeting may be held at any time without notice if all the
directors  are  present or if those not present  waive  notice of the meeting in
accordance with Section 2 of Article VI of these Bylaws.


<PAGE>





            Section 8.  Quorum.  At all  meetings  of the Board of  Directors  a
majority  of  the  number  of  directors  constituting  the  Whole  Board  shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors,  except as may be otherwise  specifically provided by
statute,  by the Certificate of  Incorporation  or by these Bylaws.  If a quorum
shall not be present at any meeting of the Board of Directors, a majority of the
directors  present  thereat may adjourn the meeting  from time to time,  without
notice other than  announcement at the meeting.  The directors present at a duly
organized  meeting  may  continue  to  transact   business  until   adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.


<PAGE>





            Section 9. Action in Lieu of Meeting. Unless otherwise restricted by
the  Certificate  of  Incorporation  or these  Bylaws,  any action  required  or
permitted  to be taken  at any  meeting  of the  Board  of  Directors  or of any
committee thereof may be taken without a meeting, if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of  proceedings  of the Board
of Directors or such committee.


<PAGE>






            Section 10. Conference Call Meeting.  Unless otherwise restricted by
the  Certificate  of  Incorporation  or these  Bylaws,  members  of the Board of
Directors,  or  any  committee  designated  by  the  Board  of  Directors,   may
participate in a meeting of the Board of Directors,  or any committee,  by means
of conference  telephone or similar  communications  equipment by means of which
all  persons  participating  in the  meeting  can  hear  each  other,  and  such
participation in a meeting shall constitute presence in person at the meeting.


<PAGE>





            Section  11.  Committees  of the  Board of  Directors.  The Board of
Directors  may,  by  resolution  passed  by a  majority  of the  Whole  Board of
Directors, designate one or more committees, each committee to consist of one or
more of the directors of the  Corporation.  The Board of Directors may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.


<PAGE>





            In the absence or disqualification  of a member of a committee,  the
member or members  thereof  present at any  meeting  and not  disqualified  from
voting,  whether or not he or they constitute a quorum, may unanimously  appoint
another  member of the Board of  Directors to act at the meeting in the place of
any such absent or disqualified member.


<PAGE>





            Any such committee,  to the extent provided in the resolution of the
Board of Directors,  shall have and may exercise all the powers and authority of
the Board of  Directors  in the  management  of the  business and affairs of the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers  which may  require  it,  but no such  committee  shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's  property and
assets,  recommending to the  stockholders a dissolution of the Corporation or a
revocation of a dissolution,  or amending the Bylaws of the Corporation.  Unless
the  resolution  creating such  committee or the  Certificate  of  Incorporation
expressly  so provide,  no such  committee  shall have the power or authority to
declare  a  dividend  or to  authorize  the  issuance  of  stock  or to  adopt a
certificate  of ownership and merger.  Such  committee or committees  shall have
such name or names as may be determined from time to time by resolution  adopted
by the Board of Directors.


<PAGE>





            Section 12.  Minutes of Meetings.  Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.


<PAGE>








                                   ARTICLE IV.


<PAGE>





                                    OFFICERS


<PAGE>





            Section 1. General.  The officers of the Corporation shall be chosen
by the Board of Directors  and shall be a president,  a secretary and such other
officers as in its opinion are  desirable for the conduct of the business of the
Corporation.  The Board of Directors  may also choose a  treasurer,  one or more
vice presidents, and one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person,  unless the Certificate of
Incorporation  or these Bylaws  otherwise  provide.  The Board of Directors  may
appoint such other officers and agents as it shall deem necessary who shall hold
their  offices for such terms and shall  exercise  such powers and perform  such
duties as shall be determined from time to time by the board.


<PAGE>





            Section  2.  Powers  and  Duties.   Each  of  the  officers  of  the
Corporation shall, unless otherwise ordered by the Board of Directors, have such
powers and duties as generally  pertain to his respective office as well as such
powers and duties as from time to time may be conferred upon him by the Board of
Directors.


<PAGE>





            Section 3.  Compensation.  The rates and method of compensation
of all officers of the Corporation shall be fixed by the Board of Directors
or a committee thereof.


<PAGE>





            Section 4. Term of Office;  Removal and Vacancy. The officers of the
Corporation shall hold office until their successors are chosen and qualify. Any
officer  elected or appointed  by the Board of  Directors  may be removed at any
time by the  affirmative  vote of a  majority  of the  Board of  Directors.  Any
vacancy  occurring in any office of the Corporation shall be filled by the Board
of Directors.


<PAGE>





            Section  5. Power to Vote  Stock.  Unless  otherwise  ordered by the
Board of Directors,  the president of the Corporation  shall have the full power
and authority on behalf of the  Corporation to attend and to vote at any meeting
of the  stockholders of any Corporation in which the Corporation may hold stock,
and may  exercise on behalf of the  Corporation  any and all of their rights and
powers  incident to the  ownership  of such stock at any such  meeting and shall
have power and authority to execute and deliver proxies, waivers and consents on
behalf of the  Corporation in connection with the exercise by the Corporation of
the rights and powers  incident to the  ownership  of such  stock.  The Board of
Directors,  from time to time,  may confer like powers upon any other  person or
persons.


<PAGE>








                                   ARTICLE V.


<PAGE>





                                  CAPITAL STOCK


<PAGE>





            Section 1.  Certificates  of Stock.  The  shares of the  Corporation
shall be represented by a certificate or shall be  uncertificated.  Certificates
shall be signed by, or in the name of the  Corporation  by, the chairman or vice
chairman of the Board of Directors, or the president or a vice president, and by
the  treasurer  or an  assistant  treasurer,  or the  secretary  or an assistant
secretary of the Corporation.


<PAGE>





            Section 2. Facsimile  Signatures.  Any or all of the signatures on a
certificate may be facsimile.  In case any officer,  transfer agent or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer,  transfer  agent or registrar  before such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.


<PAGE>





            Section 3. Legends.  If the Corporation shall be authorized to issue
more than one class of stock or more than one series of any class,  the  powers,
designations, preferences and relative, participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and  the  qualification,
limitations or restrictions of such preferences and/or rights shall be set forth
in  full  or  summarized  on the  face or  back  of the  certificate  which  the
Corporation  shall issue to  represent  such class or series of stock,  provided
that, except as otherwise provided in section 202 of the General Corporation Law
of Delaware,  in lieu of the foregoing  requirements,  there may be set forth on
the  face or back of the  certificate  which  the  Corporation  shall  issue  to
represent such class or series of stock, a statement that the  Corporation  will
furnish  without  charge  to  each  stockholder  who  so  requests  the  powers,
designations, preferences and relative, participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations or restrictions of such preferences and/or rights.


<PAGE>





            Section  4. Lost,  Stolen or  Destroyed  Certificates.  The Board of
Directors may direct a new certificate or certificates or uncertificated  shares
to be issued in place of any certificate or certificates  theretofore  issued by
the Corporation alleged to have been lost, stolen or destroyed,  upon the making
of an affidavit of that fact by the person  claiming the certificate of stock to
be lost,  stolen or destroyed.  When authorizing such issue of a new certificate
or certificates  or  uncertificated  shares,  the Board of Directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
legal  representative,  to advertise the same in such manner as it shall require
and/or to give the  Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the  Corporation  with respect to the
certificate alleged to have been lost, stolen or destroyed.


<PAGE>





            Section 5. Transfer of Stock.  Upon surrender to the  Corporation or
the transfer agent of the  Corporation of a certificate for shares duly endorsed
or  accompanied by proper  evidence of  succession,  assignation or authority to
transfer,  it shall be the duty of the Corporation to issue a new certificate to
the  person  entitled  thereto,  cancel  the  old  certificate  and  record  the
transaction upon its books.  Upon receipt of proper transfer  instructions  from
the registered owner of uncertificated  shares such uncertificated  shares shall
be canceled and issuance of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the Corporation.


<PAGE>





            Section 6. Fixing  Record Date.  In order that the  Corporation  may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders  or any  adjournment  thereof,  or to express  consent to corporate
action in  writing  without a meeting,  or  entitled  to receive  payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful  action,  the Board of Directors may fix, in
advance,  a record  date,  which  shall not be more than sixty nor less than ten
days  before  the date of such  meeting,  nor more than  sixty days prior to any
other action.  A determination  of stock holders of record entitled to notice of
or to vote at a meeting of stock holders shall apply to any  adjournment  of the
meeting;  provided,  however,  that the Board of Directors  may fix a new record
date for the adjourned meeting.


<PAGE>





            Section  7.  Registered  Stockholders.   The  Corporation  shall  be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
or interest in such share or shares on the part of any other person,  whether or
not it shall have express or other notice thereof,  except as otherwise provided
by the laws of the State of Delaware.


<PAGE>








                                   ARTICLE VI.


<PAGE>





                                     NOTICES


<PAGE>





            Section 1. Notice.  Whenever,  under the provisions of the statutes,
the Certificate of Incorporation or these Bylaws, notice is required to be given
to any  director or  stockholder,  it shall not be  construed  to mean  personal
notice,  but such notice may be given in  writing,  by mail,  addressed  to such
director  or  stockholder,  at his  address as it appears on the  records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail.
Notice to directors may also be given by telegram or by facsimile.


<PAGE>





            Section 2. Waiver. Whenever any notice is required to be given under
the  provisions of the  statutes,  the  Certificate  of  Incorporation  or these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice,  whether  before or after the time state  therein,  shall be deemed
equivalent thereto.


<PAGE>








                                  ARTICLE VII.


<PAGE>





                               GENERAL PROVISIONS


<PAGE>





            Section  1.  Dividends.  Dividends  upon  the  capital  stock of the
Corporation  subject to the provisions of the Certificate of  Incorporation,  if
any,  may be  declared  by the Board of  Directors  at any  regular  or  special
meeting,  pursuant to law.  Dividends  may be paid in cash,  in property,  or in
shares of the capital  stock,  subject to the  provisions of the  Certificate of
Incorporation.


<PAGE>





            Section 2. Reserves.  Before  payment of any dividend,  there may be
set aside out of any funds of the  Corporation  available for dividends such sum
or sums as the directors from time to time, in their absolute discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the Corporation,  or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


<PAGE>





            Section 3.  Fiscal Year.  The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.


<PAGE>





            Section 4. Seal. The corporate seal shall have inscribed thereon the
name of the  Corporation,  the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.


<PAGE>








                                  ARTICLE VIII.


<PAGE>





                       INDEMNIFICATION; ADVANCE OF EXPENSE


<PAGE>





            Section 1.  Right of Indemnification Generally.


<PAGE>





            (A) Directors  and Officers.  Each person who was or is made a party
or is  threatened  to be made a party to or is involved in any action,  suit, or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a  "proceeding"),  by reason of the fact that he or she or a person
of whom he or she is the legal representative is or was a director or officer of
the  Corporation  or is or was  serving at the request of the  Corporation  as a
director, officer, employee or agent of another Corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee benefit plans  maintained or sponsored by the Corporation,  whether the
basis  of such  proceeding  is  alleged  action  in an  official  capacity  as a
director, officer, employee or agent or in any other capacity while serving as a
director,  officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the General  Corporation Law
of the State of Delaware as the same exists or may hereafter be amended (but, in
the case of any such amendment,  only to the extent that such amendment  permits
the  Corporation  to  provide  broader  indemnification  rights  than  said  law
permitted  the  Corporation  to provide  prior to such  amendment),  against all
expense, liability and loss (including attorneys' fees, judgments,  fines, ERISA
excise  taxes  or  penalties  and  amounts  paid or to be  paid  in  settlement)
reasonably incurred or suffered by such person in connection  therewith and such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent and shall inure to the benefit of his or her heirs,
executors  and  administrators;  provided,  however,  that except as provided in
Section 3 of this Article VIII, the Corporation  shall indemnify any such person
seeking  indemnification  in  connection  with a  proceeding  (or part  thereof)
initiated  by  such  person  only if  such  proceeding  (or  part  thereof)  was
authorized by the Board of Directors.


<PAGE>





            (B) Advance of  Expenses;  Undertaking.  Each person  referred to in
Section 1(A) of this Article VIII shall be paid by the  Corporation the expenses
incurred in connection with any proceeding in advance of its final  disposition,
such advances to be paid by the Corporation  within 20 days after the receipt by
the Corporation of a statement or statements  from the claimant  requesting such
advance or advances from time to time; provided,  however,  that, if the General
Corporation  Law of the State of  Delaware  requires,  the  advancement  of such
expenses  incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation,  service
to an employee  benefit  plan) prior to the final  disposition  of a proceeding,
shall be made only upon delivery to the  Corporation  of an undertaking by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately  be  determined  that such  director or officer is not entitled to be
indemnified under this Article VIII or otherwise.


<PAGE>





            (C) Contract Right. The right to  indemnification  conferred in this
Article VIII and the right to be paid by the Corporation  the expenses  incurred
in  connection  with any such  proceeding  in advance  of its final  disposition
conferred in this Article VIII each shall be a contract right.


<PAGE>





            Section 2. Written Request;  Determination of Entitlement. To obtain
indemnification  under  this  Article  VIII,  a  claimant  shall  submit  to the
Corporation a written request, including therein or therewith such documentation
and  information  as is  reasonably  available to the claimant and is reasonably
necessary  to  determine  whether and to what extent the claimant is entitled to
indemnification. Upon written request by a claimant for indemnification pursuant
to the first  sentence  of this  Section  2, a  determination,  if  required  by
applicable law, with respect to the claimant's entitlement thereto shall be made
as  follows:  (1) if  requested  by the  claimant,  by  Independent  Counsel (as
hereinafter  defined),  or (2) if no  request  is  made  by the  claimant  for a
determination  by  Independent  Counsel,  (i) by the  Board  of  Directors  by a
majority vote of a quorum consisting of Disinterested  Directors (as hereinafter
defined),  or  (ii)  if a  quorum  of  the  Board  of  Directors  consisting  of
Disinterested Directors is not obtainable or, even if obtainable, such quorum of
Disinterested  Directors so directs, by Independent Counsel in a written opinion
to the Board of  Directors,  a copy of which shall be delivered to the claimant,
or (iii) if a quorum of Disinterested  Directors so directs, by the stockholders
of  the  Corporation.   In  the  event  the   determination  of  entitlement  to
indemnification  is to be made by  Independent  Counsel  at the  request  of the
claimant,  the  Independent  Counsel shall be selected by the Board of Directors
unless  there  shall have  occurred  within  six years  prior to the date of the
commencement  of the action,  suit or proceeding  for which  indemnification  is
claimed a "Change of Control" as defined in Section 10 of this Article  VIII, in
which case the Independent  Counsel shall be selected by the claimant unless the
claimant shall request that such selection be made by the Board of Directors. If
it is so determined that the claimant is entitled to indemnification, payment to
the claimant shall be made within 10 days after such determination.


<PAGE>





            Section 3. Recovery of Unpaid  Claim.  If a claim under Section 1 of
this Article VIII is not paid in full by the Corporation  within 30 days after a
written  claim  pursuant to Section 2 of this Article VIII has been  received by
the Corporation or, in the case of a claim pursuant to Section 1(B),  within the
20-day period provided  therein,  the claimant may at any time thereafter  bring
suit against the  Corporation  to recover the unpaid amount of the claim and, if
successful in whole or in part,  the claimant  shall be entitled to be paid also
the expense of prosecuting  such claim. It shall be a defense to any such action
(other than action brought to enforce a claim for expenses incurred in defending
any  proceeding  in  advance  of  its  final   disposition  where  the  required
undertaking,  if any is required, has been tendered to the Corporation) that the
claimant has not met the standard of conduct  which makes it  permissible  under
the General  Corporation  Law of the State of Delaware  for the  Corporation  to
indemnify  the claimant for the amount  claimed,  but the burden of proving such
defense  shall be on the  Corporation.  Neither the  failure of the  Corporation
(including its Board of Directors,  Independent Counsel or stockholders) to have
made  a   determination   prior  to  the   commencement   of  such  action  that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable  standard of conduct set forth in the General Corporation
Law of the State of Delaware,  nor an actual  determination  by the  Corporation
(including its Board of Directors, Independent Counsel or stockholders) that the
claimant has not met such applicable standard of conduct,  shall be a defense to
the action or create a presumption  that the claimant has not met the applicable
standard of conduct.


<PAGE>





            Section 4. Determination of Entitlement  Binding. If a determination
shall  have been  made  pursuant  to  Section  2 of this  Article  VIII that the
claimant is entitled to indemnification,  the Corporation shall be bound by such
determination in any judicial proceeding commenced pursuant to Section 3 of this
Article VIII.


<PAGE>





            Section 5.  Corporation's  Stipulation of Validity.  The Corporation
shall be precluded from asserting in any judicial proceeding  commenced pursuant
to Section 3 of this Article VIII that the procedures and  presumptions  of this
Article VIII are not valid,  binding and enforceable and shall stipulate in such
proceeding  that the  Corporation is bound by all the provisions of this Article
VIII.


<PAGE>





            Section  6.  Exclusivity;  Subsequent  Modification.  The  right  to
indemnification  and the payment of expenses  incurred in defending a proceeding
in advance of its final disposition  conferred in this Article VIII shall not be
exclusive  of any other  right  which any person may have or  hereafter  acquire
under any  statute,  provision  of the  Certificate  of  Incorporation,  Bylaws,
agreement,  vote of stockholders  or  Disinterested  Directors or otherwise.  No
repeal  or  modification  of this  Article  VIII  shall in any way  diminish  or
adversely affect the rights of any director,  officer,  employee or agent of the
Corporation  hereunder in respect of any  occurrence or matter  arising prior to
any such repeal or modification.


<PAGE>





            Section 7. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director,  officer,  employee or agent of the
Corporation or another Corporation,  partnership,  joint venture, trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware. To
the extent that the Corporation  maintains any policy or policies providing such
insurance,  each such  director or  officer,  and each such agent or employee to
which  rights to  indemnification  have been granted as provided in Section 8 of
this Article VIII shall be covered by such policy or policies in accordance with
its or their terms to the maximum extent of the coverage thereunder for any such
director, officer, employee or agent.


<PAGE>





            Section 8.  Other  Persons  Granted  Right of  Indemnification.  The
Corporation  may,  to the  extent  authorized  from time to time by the Board of
Directors,  grant  rights  to  indemnification,  and  rights  to be  paid by the
Corporation the expenses  incurred in defending any proceeding in advance of its
final  disposition,  to any employee or agent of the  Corporation to the fullest
extent  of  the   provisions   of  this   Article   VIII  with  respect  to  the
indemnification  and  advancement  of expenses of directors  and officers of the
Corporation.


<PAGE>





            Section  9.  Illegality;   Unenforceability.  If  any  provision  or
provisions  of  this  Article  VIII  shall  be held to be  invalid,  illegal  or
unenforceable  for  any  reason  whatsoever:  (1)  the  validity,  legality  and
enforceability  of the  remaining  provisions  of this Article VIII  (including,
without limitation,  each portion of any Section of this Article VIII containing
any such provision  held to be invalid,  illegal or  unenforceable,  that is not
itself held to be  invalid,  illegal or  unenforceable)  shall not in any way be
affected  or  impaired  thereby;  and (2) to the fullest  extent  possible,  the
provisions of this Article VIII (including,  without limitation, each portion of
any  Section of this  Article  VIII  containing  any such  provision  held to be
invalid,  illegal or unenforceable)  shall be construed so as give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.


<PAGE>





            Section 10.  Definitions.  For purposes of this Bylaw:


<PAGE>





                  (A) A "Change of Control"  shall be deemed to have occurred if
      (a) any  person (as such term is used in  Sections  13(d) and 14(d) of the
      Exchange Act), other than a trustee or other fiduciary holding  securities
      under an employee benefit plan of the Corporation or a corporation  owned,
      directly  or  indirectly,  by  the  stockholders  of  the  Corporation  in
      substantially  the same  proportions  as their  ownership  of stock of the
      Corporation,  has become the "beneficial  owner" (as defined in Rule 13d-3
      under the Exchange  Act),  directly or  indirectly,  of 20% or more of the
      outstanding  Common  Stock of the  Corporation;  (b)  individuals  who are
      "Continuing Directors" (which shall mean those directors holding office as
      of the date the  indemnified  party  first  took  office  (the  "Incumbent
      Directors") or a director who first took office  subsequent  thereto whose
      election  or  nomination  was  approved  by a  majority  of the  Incumbent
      Directors)  cease to  constitute  a majority  of any class of the Board of
      Directors;  (c) there occurs a  reorganization,  merger,  consolidation or
      other  corporate  transaction  involving  the  Corporation  (a  "Corporate
      Transaction"), in each case, with respect to which the stockholders of the
      Corporation  immediately  prior  to  such  Corporate  Transaction  do not,
      immediately  after  the  Corporate  Transaction,  own more than 60% of the
      combined  voting power of the  Corporation  resulting  from such Corporate
      Transaction; or (d) the stockholders of the Corporation approve a complete
      liquidation or dissolution of the Corporation.


<PAGE>





                  (B)   "Disinterested   Director"   means  a  director  of  the
      Corporation  who is not and was not a party to the  matter in  respect  of
      which indemnification is sought by the claimant.


<PAGE>





                  (C) "Independent  Counsel" means a law firm that is nationally
            recognized for its experience in matters of Delaware Corporation law
            and shall not include any person who, under the applicable standards
            of professional  conduct then  prevailing,  would have a conflict of
            interest in  representing  either the Corporation or the claimant in
            an action to  determine  the  claimant's  rights  under this Article
            VIII.


<PAGE>





            Section 11. Form and Delivery of Communications. Any notice, request
or other  communication  required or  permitted  to be given to the  Corporation
under this  Article  VII shall be in writing and either  delivered  in person or
sent by  telecopy,  telex,  telegram,  overnight  mail or  courier  service,  or
certified or registered mail, postage prepaid,  return receipt requested, to the
Secretary of the Corporation.


<PAGE>








                                   ARTICLE IX.


<PAGE>





                                   AMENDMENTS


<PAGE>





            Section 1. These  Bylaws may be altered,  amended or repealed or new
bylaws may be adopted by the  stockholders  or by the Board of  Directors,  when
such  power is  conferred  upon the Board of  Directors  by the  Certificate  of
Incorporation  at any  regular  meeting of the  stockholders  or of the Board of
Directors  or at any  special  meeting  of the  stockholders  or of the Board of
Directors, provided notice of the proposed change was given in the notice of the
meeting  and,  in the case of a meeting of the Board of  Directors,  in a notice
given not less than two days prior to the meeting.


<PAGE>









                                                                              40

                                                                     EXHIBIT 4.1


<PAGE>
























































                        ASCENT ENTERTAINMENT GROUP, INC.


<PAGE>








                                       and


<PAGE>








                              THE BANK OF NEW YORK,


<PAGE>





                                  Rights Agent


<PAGE>





                                Rights Agreement


<PAGE>





                            Dated as of June 27, 1997


<PAGE>













                                TABLE OF CONTENTS
                                                                            Page


                                                                      Section 1.
                                                                         Certain
                                                                    Definitions.
                                                                     . . . . . .
                                                                      . . . . .1
Section 2.  Appointment of Rights Agent. . . . . . . .  7
                                                                  Section 3.
                                                                  Issue of
                                                                  Right
                                                                  Certificates.
                                                                  . . . . . .
                                                                  .7
Section 4.  Form of Right Certificates. . . . . . . . . 9
Section 5.  Countersignature and Registration. . . . .  10


<PAGE>


Section 6.  Transfer, Split Up, Combination and


<PAGE>


                  Exchange of Right Certificates;


<PAGE>


                  Mutilated, Destroyed, Lost or


<PAGE>


                  Stolen Right Certificates. . . . . . . . .      11


<PAGE>


Section 7.  Exercise of Rights; Purchase Price;


<PAGE>


                  Expiration Date of Rights. . . . . . . . .      12


<PAGE>


Section 8.  Cancellation and Destruction of


<PAGE>


                  Right Certificates. . . . . . . . . . . .       14


<PAGE>


Section 9.  Availability of Preferred Shares. . . . . 14


<PAGE>


Section 10. Preferred Shares Record Date. . . . . . . 15


<PAGE>


Section 11. Adjustment of Purchase Price, Number of


<PAGE>


                  Shares or Number of Rights. . . . . . . . 16


<PAGE>


Section 12. Certificate of Adjusted Purchase Price


<PAGE>


                  or Number of Shares. . . . . . . . . . . .      26


<PAGE>


Section 13. Consolidation, Merger or Sale or Transfer


<PAGE>


                  of Assets or Earning Power. . . . . . . . 26


<PAGE>


Section 14. Fractional Rights and Fractional Shares. .      28


<PAGE>


Section 15. Rights of Action. . . . . . . . . . . . . 29


<PAGE>


Section 16. Agreement of Right Holders. . . . . . . . 30


<PAGE>


Section 17. Right Certificate Holder Not Deemed a


<PAGE>


                  Stockholder. . . . . . . . . . . . . . . .      31


<PAGE>


Section 18. Concerning the Rights Agent. . . . . . .  31


<PAGE>


Section 19. Merger or Consolidation or Change of


<PAGE>


                  Name of Rights Agent. . . . . . . . . . . 32


<PAGE>


Section 20. Duties of Rights Agent. . . . . . . . . .       33


<PAGE>


Section 21. Change of Rights Agent. . . . . . . . . . 36


<PAGE>


Section 22. Issuance of New Right Certificates. . . .       37


<PAGE>


Section 23. Redemption. . . . . . . . . . . . . . . . 37


<PAGE>


Section 24. Exchange. . . . . . . . . . . . . . . . . 38


<PAGE>


Section 25. Notice of Certain Events. . . . . . . . .       40


<PAGE>


Section 26. Notices. . . . . . . . . . . . . . . . . .      42


<PAGE>


Section 27. Supplements and Amendments. . . . . . . .       43


<PAGE>


Section 28. Successors. . . . . . . . . . . . . . . .       43


<PAGE>


Section 29. Benefits of this Rights Agreement. . . . .      43


<PAGE>


Section 30. Severability. . . . . . . . . . . . . . .       44


<PAGE>


Section 31. Governing Law. . . . . . . . . . . . . . .      44


<PAGE>


Section 32. Counterparts. . . . . . . . . . . . . . .       44


<PAGE>


Section 33. Descriptive Headings. . . . . . . . . . . 44

                                                                     Signatures.
                                                                     . . . . . .
                                                                     . . . . . .
                                                                     . . . . . .
                                                                     . . . . .45


<PAGE>


Exhibit A - Form of Certificate of Designations. . .


<PAGE>


Exhibit B - Form of Right Certificate. . . . . . . .
Exhibit C - Summary of Rights to Purchase Preferred Shares

            Agreement, dated as of June 27, 1997, between As

<PAGE>


cent Entertainment Group, Inc., a Delaware corporation (the "Company"), and
The Bank of New York (the "Rights Agent").

            The Board of Directors of the Company has  authorized and declared a
dividend of one preferred share purchase right (a "Right") for each Common Share
of the Company  outstanding  on July 10, 1997 (the  "Record  Date"),  each Right
representing the right to purchase one  one-hundredth of a Preferred Share, upon
the terms and  subject  to the  conditions  herein set  forth,  and has  further
authorized  and  directed  the issuance of one Right with respect to each Common
Share that shall become outstanding  between the Record Date and the earliest of
the Distribution Date, the Redemption Date and the Final Expiration Date.


<PAGE>



            Accordingly,  in  consideration  of  the  premises  and  the  mutual
agreements herein set forth, the parties hereby agree as follows:


<PAGE>



            Section 1.  Certain Definitions.  For purposes of this Rights
Agreement, the following terms have the meanings indicated:


<PAGE>



            (a) "Acquiring Person" shall mean any Person who or which,  together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 15% or more of the Common Shares of the Company then  outstanding,  but shall
not include the Company,  any  Subsidiary of the Company,  any employee  benefit
plan of the Company or of any  Subsidiary of the Company,  or any entity holding
Common Shares for or pursuant to the terms of any such plan. Notwithstanding the
foregoing,  no Person  shall  become an  "Acquiring  Person" as the result of an
acquisition  of Common  Shares by the Company  which,  by reducing the number of
shares  outstanding,  increases the proportionate  number of shares Beneficially
Owned by such  Person to 15% or more of the Common  Shares of the  Company  then
outstanding;  provided,  however,  that if a Person shall become the  Beneficial
Owner of 15% or more of the Common  Shares of the Company  then  outstanding  by
reason of share  purchases by the Company and shall,  after such share purchases
by the Company,  become the Beneficial Owner of any additional  Common Shares of
the  Company,  then such  Person  shall be deemed to be an  "Acquiring  Person."
Notwithstanding  the  foregoing,  if the  Board  of  Directors  of  the  Company
determines  in good  faith that a Person who would  otherwise  be an  "Acquiring
Person," as defined pursuant to the foregoing  provisions of this paragraph (a),
has  become  such  inadvertently,   and  such  Person  divests  as  promptly  as
practicable  a sufficient  number of Common  Shares so that such Person would no
longer be an "Acquiring Person," as defined pursuant to the foregoing provisions
of this  paragraph (a), then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Rights Agreement.


<PAGE>





            (b) "Affiliate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations  under the Exchange Act, as in effect
on the date of this Rights Agreement.


<PAGE>



            (c) "Associate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations  under the Exchange Act, as in effect
on the date of this Rights Agreement.


<PAGE>



            (d) A Person shall be deemed the "Beneficial  Owner" of and shall be
deemed to "Beneficially Own" any securities:

            (i)   which such Person or any of such Person's Affiliates or
Associates beneficially owns, directly or indirectly;

            (ii)  which  such  Person  or any of  such  Person's  Affiliates  or
Associates  has (A) the right to  acquire  (whether  such  right is  exercisable
immediately  or only  after the  passage  of time)  pursuant  to any  agreement,
arrangement or understanding  (other than customary  agreements with and between
underwriters  and  selling  group  members  with  respect to a bona fide  public
offering of  securities),  or upon the exercise of conversion  rights,  exchange
rights,  rights (other than these  Rights),  warrants or options,  or otherwise;
provided, however, that a Person shall not be deemed the Beneficial Owner of, or
to Beneficially Own,  securities tendered pursuant to a tender or exchange offer
made by or on  behalf  of such  Person  or any of such  Person's  Affiliates  or
Associates until such tendered securities are accepted for purchase or exchange;
or  (B)  the  right  to  vote  pursuant  to  any   agreement,   arrangement   or
understanding;  provided,  however,  that  a  Person  shall  not be  deemed  the
Beneficial  Owner of, or to  Beneficially  Own, any  security if the  agreement,
arrangement  or  understanding  to vote such  security (1) arises  solely from a
revocable proxy or consent given to such Person in response to a public proxy or
consent  solicitation  made pursuant to, and in accordance  with, the applicable
rules and  regulations  promulgated  under the  Exchange Act and (2) is not also
then  reportable  on Schedule 13D under the Exchange Act (or any  comparable  or
successor report); or

            (iii) which are beneficially owned,  directly or indirectly,  by any
other  Person  with  which such  Person or any of such  Person's  Affiliates  or
Associates has any agreement, arrangement or understanding (other than customary
agreements with and between  underwriters and selling group members with respect
to a bona fide public  offering  of  securities)  for the purpose of  acquiring,
holding,  voting  (except to the extent  contemplated  by the proviso to Section
1(d)(ii)(B)) or disposing of any securities of the Company.


<PAGE>





            Notwithstanding  anything in this definition of Beneficial Ownership
to the contrary,  the phrase "then  outstanding,"  when used with reference to a
Person's  Beneficial  Ownership of  securities  of the  Company,  shall mean the
number of such securities  then issued and outstanding  together with the number
of such securities not then actually  issued and  outstanding  which such Person
would be deemed to Beneficially Own hereunder.


<PAGE>



            (e)  "Business  Day"  shall mean any day other  than a  Saturday,  a
Sunday,  or a day on which banking  institutions  in New York are  authorized or
obligated by law or executive order to close.


<PAGE>



            (f) "Close of Business" on any given date shall mean 5:00 P.M.,  New
York City time,  on such date;  provided,  however,  that, if such date is not a
Business  Day,  it shall  mean  5:00  P.M.,  New  York  City  time,  on the next
succeeding Business Day.


<PAGE>



            (g) "Common  Shares" when used with  reference to the Company  shall
mean the  shares of common  stock,  par value $.01 per  share,  of the  Company.
"Common  Shares"  when used with  reference to any Person other than the Company
shall mean the capital stock (or equity interest) with the greatest voting power
of such other Person or, if such other Person is a Subsidiary of another Person,
the Person or Persons which ultimately control such first-mentioned Person.


<PAGE>



            (h)  "Company" shall have the meaning set forth in the preamble
hereof.


<PAGE>



            (i)  "current  per share  market  price"  shall have the meaning set
forth in Section 11(d) hereof.


<PAGE>



            (j)  "Distribution Date" shall have the meaning set forth in
Section 3(a) hereof.


<PAGE>



            (k) "equivalent  preferred  shares" shall have the meaning set forth
in Section 11(b) hereof.


<PAGE>



            (l)  "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.


<PAGE>



            (m)  "Exchange Ratio" shall have the meaning set forth in Section
24(a) hereof.


<PAGE>



            (n) "Final  Expiration  Date"  shall have the  meaning  set forth in
Section 7(a) hereof.


<PAGE>



            (o)  "NASDAQ" shall mean the National Association of Securities
Dealers, Inc. Automated Quotations System.


<PAGE>



            (p) "Person" shall mean any individual,  firm,  corporation or other
entity, and shall include any successor (by merger or otherwise) of such entity.


<PAGE>


            (q)  "Preferred  Shares"  shall  mean  shares  of  Series  A  Junior
Participating  Preferred Stock, $.01 par value, of the Company having the rights
and preferences set forth in the Form of Certificate of Designations attached to
this Rights Agreement as Exhibit A.


<PAGE>



            (r)  "Purchase Price" shall have the meaning set forth in Section
7(b) hereof.


<PAGE>



            (s)  "Record Date" shall have the meaning set forth in the second
paragraph hereof.


<PAGE>



            (t)  "Redemption Date" shall have the meaning set forth in
Section 7(a) hereof.


<PAGE>



            (u)  "Redemption Price" shall have the meaning set forth in
Section 23(a) hereof.


<PAGE>



            (v)  "Right" shall have the meaning set forth in the second
paragraph hereof.


<PAGE>



            (w)  "Right Certificate" shall have the meaning set forth in
Section 3(a) hereof.


<PAGE>



            (x)  "Rights Agent" shall have the meaning set forth in the
preamble hereof.


<PAGE>



            (y)  "Security" shall have the meaning set forth in Section
11(d)(i) hereof.


<PAGE>



            (z)  "Shares  Acquisition  Date" shall mean the first date of public
announcement by the Company or an Acquiring  Person that an Acquiring Person has
become such.


<PAGE>



            (aa)  "Subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power of the voting  equity  securities
or equity interest is owned, directly or indirectly, by such Person.


<PAGE>



            (ab) "Summary of Rights" shall have the meaning set forth in Section
3(b) hereof.


<PAGE>



            (ac)  "Trading  Day"  shall  have the  meaning  set forth in Section
11(d)(i) hereof.


<PAGE>



            Section 2.  Appointment of Rights Agent. The Company hereby appoints
the Rights  Agent to act as agent for the  Company and the holders of the Rights
(who,  in accordance  with Section 3 hereof,  shall,  prior to the  Distribution
Date, also be the holders of the Common Shares) in accordance with the terms and
conditions  hereof,  and the Rights Agent hereby accepts such  appointment.  The
Company  may from  time to time  appoint  such  co-Rights  Agents as it may deem
necessary or desirable.


<PAGE>



            Section 3. Issue of Right Certificates. (a) Until the earlier of (i)
the tenth day after the Shares  Acquisition  Date or (ii) the tenth Business Day
(or such later date as may be  determined by action of the Board of Directors of
the Company prior to such time as any Person becomes an Acquiring  Person) after
the  date of the  commencement  by any  Person  (other  than  the  Company,  any
Subsidiary  of the Company,  any employee  benefit plan of the Company or of any
Subsidiary of the Company or any entity holding Common Shares for or pursuant to
the  terms of any such  plan) of, or of the  first  public  announcement  of the
intention of any Person (other than the Company,  any Subsidiary of the Company,
any employee  benefit plan of the Company or of any Subsidiary of the Company or
any entity  holding Common Shares for or pursuant to the terms of any such plan)
to commence,  a tender or exchange offer the  consummation of which would result
in any Person becoming the Beneficial Owner of Common Shares  aggregating 15% or
more of the then  outstanding  Common Shares  (including  any such date which is
after the date of this Rights Agreement and prior to the issuance of the Rights;
the earlier of such dates being herein referred to as the "Distribution  Date"),
(x) the Rights will be  evidenced  (subject to the  provisions  of Section  3(b)
hereof) by the  certificates  for Common  Shares  registered in the names of the
holders  thereof  (which   certificates   shall  also  be  deemed  to  be  Right
Certificates)  and not by  separate  Right  Certificates,  and (y) the  right to
receive Right  Certificates  will be  transferable  only in connection  with the
transfer of Common Shares. As soon as practicable  after the Distribution  Date,
the Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will,  if requested,
send) by first-class,  insured,  postage-prepaid  mail, to each record holder of
Common  Shares as of the Close of  Business  on the  Distribution  Date,  at the
address of such holder shown on the records of the Company, a Right Certificate,
in  substantially  the  form  of  Exhibit  B  hereto  (a  "Right  Certificate"),
evidencing one Right for each Common Share so held. As of the Distribution Date,
the Rights will be evidenced solely by such Right Certificates.


<PAGE>



            (b) On the Record Date, or as soon as  practicable  thereafter,  the
Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in
substantially  the form of  Exhibit  C hereto  (the  "Summary  of  Rights"),  by
first-class,  postage-prepaid mail, to each record holder of Common Shares as of
the Close of Business on the Record Date, at the address of such holder shown on
the records of the  Company.  With  respect to  certificates  for Common  Shares
outstanding as of the Record Date, until the Distribution  Date, the Rights will
be evidenced by such certificates registered in the names of the holders thereof
together  with a copy of the  Summary  of  Rights  attached  thereto.  Until the
Distribution Date (or the earlier of the Redemption Date or the Final Expiration
Date),  the  surrender  for  transfer  of  any  certificate  for  Common  Shares
outstanding on the Record Date,  with or without a copy of the Summary of Rights
attached  thereto,  shall also constitute the transfer of the Rights  associated
with the Common Shares represented thereby.


<PAGE>



            (c)  Certificates   for  Common  Shares  which  become   outstanding
(including, without limitation, reacquired Common Shares referred to in the last
sentence of this  paragraph (c)) after the Record Date but prior to the earliest
of the Distribution Date, the Redemption Date or the Final Expiration Date shall
have  impressed  on,  printed on,  written on or  otherwise  affixed to them the
following legend:


<PAGE>



      This  certificate also evidences and entitles the holder hereof to certain
      rights as set forth in a Rights  Agreement  between  Ascent  Entertainment
      Group,  Inc.  and The Bank of New  York,  dated as of June 27,  1997  (the
      "Rights Agreement"),  the terms of which are hereby incorporated herein by
      reference  and a copy  of  which  is on file  at the  principal  executive
      offices of Ascent Entertainment  Group, Inc. Under certain  circumstances,
      as set forth in the Rights  Agreement,  such Rights will be  evidenced  by
      separate certificates and will no longer be evidenced by this certificate.
      Ascent  Entertainment  Group,  Inc.  will  mail  to  the  holder  of  this
      certificate a copy of the Rights Agreement without charge after receipt of
      a written request therefor.  Under certain circumstances,  as set forth in
      the Rights Agreement, Rights issued to any Person who becomes an Acquiring
      Person (as defined in the Rights Agreement) may become null and void.


<PAGE>



            With respect to such  certificates  containing the foregoing legend,
until the  Distribution  Date,  the Rights  associated  with the  Common  Shares
represented by such certificates shall be evidenced by such certificates  alone,
and the surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby. In
the event that the Company  purchases  or acquires  any Common  Shares after the
Record Date but prior to the Distribution  Date, any Rights associated with such
Common Shares shall be deemed canceled and retired so that the Company shall not
be entitled to exercise any Rights  associated  with the Common Shares which are
no longer outstanding.


<PAGE>



            Section 4. Form of Right  Certificates.  The Right Certificates (and
the forms of election  to  purchase  Preferred  Shares and of  assignment  to be
printed on the reverse  thereof)  shall be  substantially  the same as Exhibit B
hereto  and may  have  such  marks of  identification  or  designation  and such
legends,  summaries  or  endorsements  printed  thereon as the  Company may deem
appropriate  and as are not  inconsistent  with the  provisions  of this  Rights
Agreement,  or as may be required to comply with any  applicable law or with any
rule or regulation  made pursuant  thereto or with any rule or regulation of any
stock exchange or automated  quotation  system on which the Rights may from time
to time be listed, or to conform to usage.  Subject to the provisions of Section
22 hereof,  the Right Certificates shall entitle the holders thereof to purchase
such number of one  one-hundredths  of a  Preferred  Share as shall be set forth
therein  at the  price  per one  one-hundredth  of a  Preferred  Share set forth
therein,  but the number of such one one-hundredths of a Preferred Share and the
Purchase Price shall be subject to adjustment as provided herein.


<PAGE>



            Section 5. Countersignature and Registration. The Right Certificates
shall be  executed on behalf of the  Company by its  Chairman of the Board,  its
Chief  Executive  Officer,  its President,  any of its Vice  Presidents,  or its
Treasurer, either manually or by facsimile signature, shall have affixed thereto
the  Company's  seal or a  facsimile  thereof,  and  shall  be  attested  by the
Secretary  or an  Assistant  Secretary  of the  Company,  either  manually or by
facsimile signature.  The Right Certificates shall be manually  countersigned by
the Rights Agent and shall not be valid for any purpose unless countersigned. In
case  any  officer  of the  Company  who  shall  have  signed  any of the  Right
Certificates   shall   cease  to  be  such   officer  of  the   Company   before
countersignature  by the Rights  Agent and issuance and delivery by the Company,
such Right Certificates,  nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the Person who signed such Right  Certificates had not ceased to be such officer
of the Company; and any Right Certificate may be signed on behalf of the Company
by  any  Person  who,  at the  actual  date  of  the  execution  of  such  Right
Certificate,  shall  be a proper  officer  of the  Company  to sign  such  Right
Certificate  although at the date of the execution of this Rights  Agreement any
such Person was not such an officer.


<PAGE>



            Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at its principal office,  books for registration and transfer of the
Right  Certificates  issued  hereunder.  Such  books  shall  show the  names and
addresses of the  respective  holders of the Right  Certificates,  the number of
Rights  evidenced on its face by each of the Right  Certificates and the date of
each of the Right Certificates.


<PAGE>



            Section 6.  Transfer,  Split Up,  Combination  and Exchange of Right
Certificates;  Mutilated, Destroyed, Lost or Stolen Right Certificates.  Subject
to the provisions of Section 14 hereof,  at any time after the Close of Business
on the  Distribution  Date,  and at or prior to the  Close  of  Business  on the
earlier  of the  Redemption  Date  or  the  Final  Expiration  Date,  any  Right
Certificate or Right Certificates  (other than Right  Certificates  representing
Rights that have become void pursuant to Section  11(a)(ii)  hereof or that have
been  exchanged  pursuant  to Section 24 hereof) may be  transferred,  split up,
combined  or  exchanged  for another  Right  Certificate  or Right  Certificates
entitling the registered holder to purchase a like number of one  one-hundredths
of a Preferred Share as the Right Certificate or Right Certificates  surrendered
then  entitled  such  holder to  purchase.  Any  registered  holder  desiring to
transfer,  split  up,  combine  or  exchange  any  Right  Certificate  or  Right
Certificates  shall make such request in writing  delivered to the Rights Agent,
and  shall  surrender  the  Right  Certificate  or  Right   Certificates  to  be
transferred,  split up,  combined or  exchanged at the  principal  office of the
Rights Agent.  Thereupon the Rights Agent shall  countersign  and deliver to the
Person entitled thereto a Right Certificate or Right  Certificates,  as the case
may be, as so requested.  The Company may require payment of a sum sufficient to
cover any tax or governmental  charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right Certificates.


<PAGE>



            Upon  receipt  by the  Company  and the  Rights  Agent  of  evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security  reasonably  satisfactory  to  them,  and,  at the  Company's  request,
reimbursement  to the Company and the Rights  Agent of all  reasonable  expenses
incidental  thereto,  and upon surrender to the Rights Agent and cancellation of
the Right  Certificate  if  mutilated,  the Company  will make and deliver a new
Right  Certificate  of like  tenor  to the  Rights  Agent  for  delivery  to the
registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.


<PAGE>



            Section 7. Exercise of Rights;  Purchase  Price;  Expiration Date of
Rights.  (a) The  registered  holder of any Right  Certificate  may exercise the
Rights evidenced thereby (except as otherwise  provided herein),  in whole or in
part,  at any time after the  Distribution  Date,  upon  surrender  of the Right
Certificate,  with the form of election to purchase on the reverse  side thereof
duly executed,  to the Rights Agent at the principal office of the Rights Agent,
together  with payment of the  Purchase  Price for each one  one-hundredth  of a
Preferred  Share  as to  which  the  Rights  are  exercised,  at or prior to the
earliest of (i) the Close of  Business  on July 10, 2007 (the "Final  Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in Section 23
hereof  (the  "Redemption  Date") or (iii)  the time at which  such  Rights  are
exchanged as provided in Section 24 hereof.


<PAGE>





            (b)  The  Purchase  Price  (the  "Purchase   Price")  for  each  one
one-hundredth  of a Preferred  Share  purchasable  pursuant to the exercise of a
Right shall initially be $40.00, and shall be subject to adjustment from time to
time as provided in Section 11 or 13 hereof and shall be payable in lawful money
of the United States of America in accordance with paragraph (c) below.


<PAGE>



            (c) Upon  receipt of a Right  Certificate  representing  exercisable
Rights,  with the form of election to purchase  duly  executed,  accompanied  by
payment of the Purchase Price for the shares to be purchased and an amount equal
to any  applicable  transfer tax required to be paid by the holder of such Right
Certificate in accordance  with Section 9 hereof by certified  check,  cashier's
check or money order payable to the order of the Company, the Rights Agent shall
thereupon  promptly (i) (A) requisition from any transfer agent of the Preferred
Shares  certificates  for the number of Preferred Shares to be purchased and the
Company hereby irrevocably authorizes any such transfer agent to comply with all
such requests,  or (B) requisition from the depositary agent depositary receipts
representing such number of one one-hundredths of a Preferred Share as are to be
purchased (in which case  certificates for the Preferred  Shares  represented by
such receipts shall be deposited by the transfer  agent of the Preferred  Shares
with such depositary agent) and the Company hereby directs such depositary agent
to comply with such request; (ii) when appropriate, requisition from the Company
the  amount  of cash to be paid in lieu of  issuance  of  fractional  shares  in
accordance  with  Section  14  hereof;  (iii)  promptly  after  receipt  of such
certificates or depositary  receipts,  cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate, registered in such
name or names as may be  designated by such holder;  and (iv) when  appropriate,
after receipt, promptly deliver such cash to or upon the order of the registered
holder of such Right Certificate.


<PAGE>



            (d) In case the  registered  holder of any Right  Certificate  shall
exercise less than all the Rights  evidenced  thereby,  a new Right  Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent to the registered holder of such Right Certificate or to his
duly authorized assigns, subject to the provisions of Section 14 hereof.


<PAGE>



            Section 8. Cancellation and Destruction of Right  Certificates.  All
Right Certificates surrendered for the purpose of exercise,  transfer, split up,
combination  or exchange  shall,  if surrendered to the Company or to any of its
agents,  be delivered to the Rights Agent for  cancellation or in canceled form,
or, if  surrendered  to the Rights Agent,  shall be canceled by it, and no Right
Certificates  shall be issued in lieu thereof  except as expressly  permitted by
any of the provisions of this Rights Agreement. The Company shall deliver to the
Rights  Agent for  cancellation  and  retirement,  and the Rights Agent shall so
cancel and retire,  any other  Right  Certificate  purchased  or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all canceled Right Certificates to the Company, or shall, at the written request
of the Company,  destroy such canceled  Right  Certificates,  and, in such case,
shall deliver a certificate of destruction thereof to the Company.


<PAGE>



            Section 9. Availability of Preferred  Shares.  The Company covenants
and  agrees  that it will cause to be  reserved  and kept  available  out of its
authorized  and unissued  Preferred  Shares or any Preferred  Shares held in its
treasury,  the number of Preferred  Shares that will be sufficient to permit the
exercise in full of all  outstanding  Rights in  accordance  with Section 7. The
Company  covenants  and  agrees  that it will  take  all such  action  as may be
necessary to ensure that all Preferred  Shares delivered upon exercise of Rights
shall,  at the time of delivery of the  certificates  for such Preferred  Shares
(subject to payment of the Purchase Price),  be duly and validly  authorized and
issued and fully paid and nonassessable shares.


<PAGE>



            The Company  further  covenants and agrees that it will pay when due
and payable any and all federal and state  transfer  taxes and charges which may
be payable in respect of the issuance or delivery of the Right  Certificates  or
of any  Preferred  Shares upon the  exercise of Rights.  The Company  shall not,
however,  be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right  Certificates  to a Person other than,  or the
issuance or delivery of  certificates  or depositary  receipts for the Preferred
Shares  in a name  other  than  that of,  the  registered  holder  of the  Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any  certificates or depositary  receipts for Preferred Shares upon the exercise
of any  Rights  until  any such tax  shall  have  been  paid (any such tax being
payable by the holder of such Right  Certificate  at the time of  surrender)  or
until it has been established to the Company's  reasonable  satisfaction that no
such tax is due.


<PAGE>



            Section 10.  Preferred Shares Record Date. Each Person in whose name
any certificate for Preferred Shares is issued upon the exercise of Rights shall
for all purposes be deemed to have become the holder of record of the  Preferred
Shares  represented  thereby on, and such  certificate  shall be dated, the date
upon which the Right Certificate evidencing such Rights was duly surrendered and
payment of the  Purchase  Price (and any  applicable  transfer  taxes) was made;
provided, however, that if the date of such surrender and payment is a date upon
which the Preferred Shares transfer books of the Company are closed, such Person
shall be deemed to have  become  the record  holder of such  shares on, and such
certificate  shall be  dated,  the next  succeeding  Business  Day on which  the
Preferred  Shares transfer books of the Company are open.  Prior to the exercise
of the Rights evidenced thereby,  the holder of a Right Certificate shall not be
entitled  to any  rights of a holder of  Preferred  Shares  for which the Rights
shall be  exercisable,  including,  without  limitation,  the right to vote,  to
receive dividends or other  distributions or to exercise any preemptive  rights,
and shall not be  entitled  to  receive  any  notice of any  proceedings  of the
Company, except as provided herein.


<PAGE>



            Section 11. Adjustment of Purchase Price, Number of Shares or Number
of Rights.  The Purchase Price,  the number of Preferred  Shares covered by each
Right and the number of Rights  outstanding  are subject to adjustment from time
to time as provided in this Section 11.


<PAGE>



            (a) (i) In the event the Company shall at any time after the date of
this Rights  Agreement (A) declare a dividend on the Preferred Shares payable in
Preferred Shares,  (B) subdivide the outstanding  Preferred Shares,  (C) combine
the outstanding  Preferred  Shares into a smaller number of Preferred  Shares or
(D) issue any shares of its capital stock in a reclassification of the Preferred
Shares (including any such  reclassification  in connection with a consolidation
or merger in which the  Company is the  continuing  or  surviving  corporation),
except as otherwise provided in this Section 11(a), the Purchase Price in effect
at the time of the record  date for such  dividend or of the  effective  date of
such subdivision,  combination or  reclassification,  and the number and kind of
shares of capital stock issuable on such date, shall be proportionately adjusted
so that the holder of any Right  exercised  after such time shall be entitled to
receive the aggregate  number and kind of shares of capital stock which, if such
Right had been exercised  immediately  prior to such date and at a time when the
Preferred  Shares  transfer  books of the Company were open, he would have owned
upon such  exercise  and been  entitled  to receive by virtue of such  dividend,
subdivision,  combination or  reclassification;  provided,  however,  that in no
event shall the  consideration to be paid upon the exercise of one Right be less
than the  aggregate  par value of the  shares of  capital  stock of the  Company
issuable upon exercise of one Right.

            (ii)  Subject to Section 24 of this Rights  Agreement,  in the event
any Person becomes an Acquiring Person,  each holder of a Right shall thereafter
have a right to  receive,  upon  exercise  thereof at a price  equal to the then
current  Purchase  Price  multiplied  by the number of one  one-hundredths  of a
Preferred  Share for which a Right is then  exercisable,  in accordance with the
terms of this Rights Agreement and in lieu of Preferred  Shares,  such number of
Common  Shares  of the  Company  as  shall  equal  the  result  obtained  by (A)
multiplying the then current Purchase Price by the number of one  one-hundredths
of a Preferred  Share for which a Right is then  exercisable  and dividing  that
product by (B) 50% of the then current per share  market price of the  Company's
Common Shares  (determined  pursuant to Section 11(d) hereof) on the date of the
occurrence of such event. In the event that any Person shall become an Acquiring
Person and the Rights shall then be outstanding,  the Company shall not take any
action which would eliminate or diminish the benefits intended to be afforded by
the Rights.


<PAGE>





            From and after the occurrence of such event,  any Rights that are or
were acquired or Beneficially Owned by any Acquiring Person (or any Associate or
Affiliate of such Acquiring  Person) shall be void and any holder of such Rights
shall  thereafter  have no right to exercise  such Rights under any provision of
this Rights Agreement.  No Right Certificate shall be issued pursuant to Section
3 that represents Rights  Beneficially Owned by an Acquiring Person whose Rights
would be void pursuant to the  preceding  sentence or any Associate or Affiliate
thereof;  no Right  Certificate shall be issued at any time upon the transfer of
any Rights to an Acquiring  Person  whose  Rights would be void  pursuant to the
preceding  sentence or any  Associate or Affiliate  thereof or to any nominee of
such  Acquiring  Person,  Associate  or  Affiliate;  and any  Right  Certificate
delivered to the Rights  Agent for transfer to an Acquiring  Person whose Rights
would be void pursuant to the preceding sentence shall be canceled.

            (iii) In the event that there shall not be sufficient  Common Shares
issued but not  outstanding or authorized but unissued to permit the exercise in
full of the Rights in  accordance  with the  foregoing  subparagraph  (ii),  the
Company  shall take all such action as may be necessary to authorize  additional
Common Shares for issuance upon exercise of the Rights. In the event the Company
shall,  after good  faith  effort,  be unable to take all such  action as may be
necessary  to  authorize  such  additional  Common  Shares,  the  Company  shall
substitute, for each Common Share that would otherwise be issuable upon exercise
of a Right,  a number of  Preferred  Shares or  fraction  thereof  such that the
current per share market price of one Preferred Share  multiplied by such number
or fraction is equal to the current per share  market  price of one Common Share
as of the date of issuance of such Preferred Shares or fraction thereof.


<PAGE>



            (b) In case the Company  shall fix a record date for the issuance of
rights,  options or warrants to all holders of Preferred  Shares  entitling them
(for a period  expiring  within 45  calendar  days  after such  record  date) to
subscribe  for or purchase  Preferred  Shares (or shares having the same rights,
privileges  and  preferences  as the  Preferred  Shares  ("equivalent  preferred
shares"))  or  securities   convertible  into  Preferred  Shares  or  equivalent
preferred  shares at a price per Preferred  Share or equivalent  preferred share
(or  having a  conversion  price  per  share,  if a  security  convertible  into
Preferred Shares or equivalent  preferred shares) less than the then current per
share market  price of the  Preferred  Shares on such record date,  the Purchase
Price to be in effect after such record date shall be determined by  multiplying
the  Purchase  Price  in  effect  immediately  prior  to such  record  date by a
fraction,  the  numerator  of which  shall be the  number  of  Preferred  Shares
outstanding  on such record date plus the number of  Preferred  Shares which the
aggregate  offering  price  of the  total  number  of  Preferred  Shares  and/or
equivalent  preferred  shares so to be offered  (and/or  the  aggregate  initial
conversion price of the convertible  securities so to be offered) would purchase
at such current market price and the denominator of which shall be the number of
Preferred  Shares  outstanding on such record date plus the number of additional
Preferred  Shares  and/or   equivalent   preferred  shares  to  be  offered  for
subscription  or purchase  (or into which the  convertible  securities  so to be
offered are initially  convertible);  provided,  however, that in no event shall
the  consideration  to be paid upon the  exercise  of one Right be less than the
aggregate par value of the shares of capital stock of the Company  issuable upon
exercise  of one  Right.  In  case  such  subscription  price  may be  paid in a
consideration part or all of which shall be in a form other than cash, the value
of such  consideration  shall be as  determined  in good  faith by the  Board of
Directors of the Company,  whose determination shall be described in a statement
filed  with the Rights  Agent and shall be  binding on the Rights  Agent and the
holders of the Rights.  Preferred Shares owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such computation.
Such adjustment shall be made successively whenever such a record date is fixed;
and in the event that such rights,  options or warrants  are not so issued,  the
Purchase Price shall be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.


<PAGE>



            (c) In case the Company  shall fix a record date for the making of a
distribution  to all  holders  of  the  Preferred  Shares  (including  any  such
distribution  made in  connection  with a  consolidation  or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a dividend payable in
Preferred Shares) or subscription  rights or warrants  (excluding those referred
to in Section  11(b)  hereof),  the  Purchase  Price to be in effect  after such
record date shall be  determined  by  multiplying  the Purchase  Price in effect
immediately  prior to such  record date by a fraction,  the  numerator  of which
shall be the then current per share market price of the Preferred Shares on such
record  date,  less the fair market  value (as  determined  in good faith by the
Board of Directors of the Company,  whose  determination shall be described in a
statement  filed with the Rights  Agent and shall be binding on the Rights Agent
and  holders  of the  Rights)  of the  portion  of the  assets or  evidences  of
indebtedness  so to be  distributed or of such  subscription  rights or warrants
applicable to one  Preferred  Share and the  denominator  of which shall be such
current per share market price of the Preferred Shares; provided,  however, that
in no event shall the consideration to be paid upon the exercise of one Right be
less than the  aggregate par value of the shares of capital stock of the Company
to be  issued  upon  exercise  of one  Right.  Such  adjustments  shall  be made
successively  whenever  such a record date is fixed;  and in the event that such
distribution  is not so made,  the Purchase  Price shall again be adjusted to be
the  Purchase  Price  which  would then be in effect if such record date had not
been fixed.


<PAGE>



            (d) (i) For the purpose of any computation  hereunder,  the "current
per share market  price" of any security (a  "Security"  for the purpose of this
Section  11(d)(i))  on any date  shall be deemed to be the  average of the daily
closing  prices per share of such Security for the 30  consecutive  Trading Days
immediately prior to such date;  provided,  however,  that in the event that the
current per share  market price of the  Security is  determined  during a period
following the  announcement  by the issuer of such Security of (A) a dividend or
distribution  on such Security  payable in shares of such Security or securities
convertible  into  such  shares,   or  (B)  any   subdivision,   combination  or
reclassification of such Security and prior to the expiration of 30 Trading Days
after the ex-dividend date for such dividend or distribution, or the record date
for such subdivision,  combination or  reclassification,  then, and in each such
case,  the current per share  market  price shall be  appropriately  adjusted to
reflect the current  market price per share  equivalent  of such  Security.  The
closing  price for each day shall be the last sale price,  regular  way,  or, in
case no such sale takes  place on such day,  the  average of the closing bid and
asked  prices,  regular  way,  in either  case,  as  reported  in the  principal
consolidated  transaction  reporting system with respect to securities listed or
admitted to trading on the New York Stock  Exchange  or, if the  Security is not
listed or admitted to trading on the New York Stock Exchange, as reported in the
principal  consolidated  transaction reporting system with respect to securities
listed on the principal  national  securities  exchange on which the Security is
listed or admitted  to trading or, if the  Security is not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market,  as reported by the NASDAQ or such other  system then in use,  or, if on
any such date the Security is not quoted by any such  organization,  the average
of the closing bid and asked prices as furnished by a professional  market maker
making a market  in the  Security  selected  by the  Board of  Directors  of the
Company. The term "Trading Day" shall mean a day on which the principal national
securities  exchange  on which the  Security is listed or admitted to trading is
open for the  transaction  of  business  or, if the  Security  is not  listed or
admitted to trading on any national securities exchange, a Business Day.

            (ii) For the purpose of any computation hereunder,  the "current per
share market  price" of the  Preferred  Shares shall be determined in accordance
with the method set forth in Section  11(d)(i).  If the Preferred Shares are not
publicly  traded,  the "current per share market price" of the Preferred  Shares
shall be  conclusively  deemed to be the current per share  market  price of the
Common Shares as determined pursuant to Section 11(d)(i) (appropriately adjusted
to reflect any stock  split,  stock  dividend or similar  transaction  occurring
after the date hereof),  multiplied by one hundred. If neither the Common Shares
nor the Preferred Shares are publicly held or so listed or traded,  "current per
share market  price" shall mean the fair value per share as  determined  in good
faith by the Board of  Directors of the Company,  whose  determination  shall be
described in a statement filed with the Rights Agent.


<PAGE>



            (e) No  adjustment  in the Purchase  Price shall be required  unless
such  adjustment  would  require an  increase  or decrease of at least 1% in the
Purchase Price; provided,  however, that any adjustments which by reason of this
Section  11(e) are not  required  to be made shall be carried  forward and taken
into account in any subsequent  adjustment.  All calculations under this Section
11  shall  be made to the  nearest  cent or to the  nearest  one-millionth  of a
Preferred  Share or one ten-  thousandth  of any other  share or security as the
case may be.  Notwithstanding  the first  sentence of this  Section  11(e),  any
adjustment  required by this  Section 11 shall be made no later than the earlier
of (i)  three  years  from  the  date of the  transaction  which  requires  such
adjustment  or (ii) the date of the  expiration  of the  right to  exercise  any
Rights.


<PAGE>



            (f) If, as a result of an adjustment  made pursuant to Section 11(a)
hereof,  the holder of any Right  thereafter  exercised shall become entitled to
receive any shares of capital stock of the Company other than Preferred  Shares,
thereafter  the number of such other shares so  receivable  upon exercise of any
Right shall be subject to adjustment  from time to time in a manner and on terms
as nearly  equivalent  as  practicable  to the  provisions  with  respect to the
Preferred  Shares  contained in Section  11(a) through (c),  inclusive,  and the
provisions  of Sections  7, 9, 10 and 13 with  respect to the  Preferred  Shares
shall apply on like terms to any such other shares.


<PAGE>



            (g) All Rights  originally  issued by the Company  subsequent to any
adjustment  made to the Purchase  Price  hereunder  shall  evidence the right to
purchase,  at the adjusted Purchase Price, the number of one one-hundredths of a
Preferred  Share  purchasable  from time to time  hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.


<PAGE>



            (h) Unless the Company shall have exercised its election as provided
in Section 11(i),  upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding  immediately
prior to the making of such adjustment  shall  thereafter  evidence the right to
purchase, at the adjusted Purchase Price, that number of one one-hundredths of a
Preferred Share  (calculated to the nearest one millionth of a Preferred  Share)
obtained  by (A)  multiplying  (x) the number of one  one-hundredths  of a share
covered by a Right  immediately  prior to this  adjustment  by (y) the  Purchase
Price in effect  immediately  prior to such adjustment of the Purchase Price and
(B) dividing the product so obtained by the Purchase Price in effect immediately
after such adjustment of the Purchase Price.


<PAGE>



            (i) The Company may elect on or after the date of any  adjustment of
the  Purchase  Price to adjust  the  number of  Rights in  substitution  for any
adjustment in the number of one  one-hundredths of a Preferred Share purchasable
upon  the  exercise  of a  Right.  Each of the  Rights  outstanding  after  such
adjustment  of the number of Rights shall be  exercisable  for the number of one
one-hundredths   of  a  Preferred  Share  for  which  a  Right  was  exercisable
immediately  prior to such  adjustment.  Each Right held of record prior to such
adjustment  of  the  number  of  Rights  shall  become  that  number  of  Rights
(calculated to the nearest one ten-thousandth) obtained by dividing the Purchase
Price in effect  immediately  prior to adjustment  of the Purchase  Price by the
Purchase Price in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announcement of its election to adjust the number of
Rights,  indicating  the record  date for the  adjustment,  and, if known at the
time, the amount of the adjustment to be made.  This record date may be the date
on which the Purchase Price is adjusted or any day thereafter, but, if the Right
Certificates have been issued,  shall be at least 10 days later than the date of
the public  announcement.  If Right  Certificates  have been  issued,  upon each
adjustment of the number of Rights  pursuant to this Section 11(i),  the Company
shall, as promptly as practicable,  cause to be distributed to holders of record
of Right Certificates on such record date Right Certificates evidencing, subject
to Section 14  hereof,  the  additional  Rights to which such  holders  shall be
entitled as a result of such adjustment, or, at the option of the Company, shall
cause  to  be  distributed  to  such  holders  of  record  in  substitution  and
replacement for the Right Certificates held by such holders prior to the date of
adjustment,  and upon surrender thereof,  if required by the Company,  new Right
Certificates  evidencing  all the Rights to which such holders shall be entitled
after such adjustment.  Right Certificates so to be distributed shall be issued,
executed  and  countersigned  in the  manner  provided  for  herein and shall be
registered  in the names of the holders of record of Right  Certificates  on the
record date specified in the public announcement.


<PAGE>



            (j)  Irrespective  of any adjustment or change in the Purchase Price
or the number of one  one-hundredths  of a  Preferred  Share  issuable  upon the
exercise of the Rights, the Right Certificates theretofore and thereafter issued
may continue to express the Purchase Price and the number of one  one-hundredths
of a Preferred  Share which were  expressed  in the initial  Right  Certificates
issued hereunder.


<PAGE>


            (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below one one-hundredth of the then par value, if any, of the
Preferred  Shares  issuable upon exercise of the Rights,  the Company shall take
any corporate  action which may, in the opinion of its counsel,  be necessary in
order  that  the  Company   may  validly  and  legally   issue  fully  paid  and
nonassessable Preferred Shares at such adjusted Purchase Price.


<PAGE>



            (l) In any case in which  this  Section  11  shall  require  that an
adjustment  in the  Purchase  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such
event the issuing to the holder of any Right exercised after such record date of
the Preferred  Shares and other  capital stock or securities of the Company,  if
any,  issuable upon such exercise over and above the Preferred  Shares and other
capital stock or securities of the Company,  if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided,
however,  that the  Company  shall  deliver  to such  holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.


<PAGE>



            (m) Anything in this Section 11 to the contrary notwithstanding, the
Company  shall be entitled to make such  reductions  in the Purchase  Price,  in
addition to those adjustments  expressly  required by this Section 11, as and to
the extent that, it, in its sole discretion,  shall determine to be advisable in
order that any  consolidation or subdivision of the Preferred  Shares,  issuance
wholly for cash of any Preferred  Shares at less than the current  market price,
issuance wholly for cash of Preferred  Shares or securities which by their terms
are  convertible  into  or  exchangeable  for  Preferred  Shares,  dividends  on
Preferred Shares payable in Preferred  Shares or issuance of rights,  options or
warrants referred to hereinabove in Section 11(b), hereafter made by the Company
to holders of its Preferred Shares shall not be taxable to such stockholders.


<PAGE>



            (n) In the  event  that at any time  after  the date of this  Rights
Agreement and prior to the  Distribution  Date, the Company shall (i) declare or
pay any dividend on the Common Shares  payable in Common Shares or (ii) effect a
subdivision,   combination   or   consolidation   of  the   Common   Shares  (by
reclassification  or otherwise  than by payment of  dividends in Common  Shares)
into a greater or lesser number of Common Shares,  then in any such case (A) the
number of one  one-hundredths  of a Preferred Share purchasable after such event
upon proper exercise of each Right shall be determined by multiplying the number
of one  one-hundredths of a Preferred Share so purchasable  immediately prior to
such event by a fraction,  the numerator of which is the number of Common Shares
outstanding  immediately  before such event and the  denominator of which is the
number of Common Shares  outstanding  immediately after such event, and (B) each
Common  Share  outstanding  immediately  after such event shall have issued with
respect  to it that  number  of  Rights  which  each  Common  Share  outstanding
immediately  prior to such event had issued with respect to it. The  adjustments
provided for in this Section  11(n) shall be made  successively  whenever such a
dividend is declared or paid or such a subdivision, combination or consolidation
is effected.


<PAGE>



            Section  12.  Certificate  of Adjusted  Purchase  Price or Number of
Shares.  Whenever an  adjustment is made as provided in Section 11 or 13 hereof,
the  Company  shall  promptly  (a)  prepare a  certificate  setting  forth  such
adjustment,  and a brief statement of the facts  accounting for such adjustment,
(b) file  with the  Rights  Agent and with each  transfer  agent for the  Common
Shares or the Preferred  Shares a copy of such  certificate and (c) mail a brief
summary thereof to each holder of a Right Certificate in accordance with Section
25 hereof.


<PAGE>



            Section 13.  Consolidation,  Merger or Sale or Transfer of Assets or
Earning Power. In the event, directly or indirectly,  at any time after a Person
has become an Acquiring Person, (a) the Company shall consolidate with, or merge
with and into,  any other  Person,  (b) any Person  shall  consolidate  with the
Company,  or  merge  with  and into the  Company  and the  Company  shall be the
continuing or surviving  corporation of such merger and, in connection with such
merger,  all or part of the Common Shares shall be changed into or exchanged for
stock or other  securities  of any other  Person (or the Company) or cash or any
other property,  or (c) the Company shall sell or otherwise  transfer (or one or
more of its  Subsidiaries  shall  sell or  otherwise  transfer),  in one or more
transactions,  assets or earning power  aggregating 50% or more of the assets or
earning  power of the  Company  and its  Subsidiaries  (taken as a whole) to any
other  Person  other  than  the  Company  or one or  more of its  wholly-  owned
Subsidiaries,  then, and in each such case,  proper  provision  shall be made so
that (i) each holder of a Right  (except as  otherwise  provided  herein)  shall
thereafter have the right to receive, upon the exercise thereof at a price equal
to  the  then  current   Purchase   Price   multiplied  by  the  number  of  one
one-hundredths  of a Preferred Share for which a Right is then  exercisable,  in
accordance  with the terms of this  Rights  Agreement  and in lieu of  Preferred
Shares, such number of Common Shares of such other Person (including the Company
as successor thereto or as the surviving  corporation) as shall equal the result
obtained by (A) multiplying the then current Purchase Price by the number of one
one-hundredths  of a Preferred  Share for which a Right is then  exercisable and
dividing  that  product by (B) 50% of the then current per share market price of
the Common  Shares of such other Person  (determined  pursuant to Section  11(d)
hereof)  on the date of  consummation  of such  consolidation,  merger,  sale or
transfer;  (ii) the issuer of such Common Shares shall thereafter be liable for,
and shall assume, by virtue of such consolidation, merger, sale or transfer, all
the  obligations  and duties of the Company  pursuant to this Rights  Agreement;
(iii) the term "Company" shall thereafter be deemed to refer to such issuer; and
(iv) such  issuer  shall take such steps  (including,  but not  limited  to, the
reservation  of a  sufficient  number of its Common  Shares in  accordance  with
Section 9 hereof) in connection  with such  consummation  as may be necessary to
assure that the provisions  hereof shall thereafter be applicable,  as nearly as
reasonably may be, in relation to the Common Shares thereafter  deliverable upon
the  exercise  of  the  Rights.  The  Company  shall  not  consummate  any  such
consolidation,  merger,  sale or transfer  unless prior  thereto the Company and
such issuer shall have executed and delivered to the Rights Agent a supplemental
agreement so providing.  The Company shall not enter into any transaction of the
kind referred to in this Section 13 if at the time of such transaction there are
any rights, warrants, instruments or securities outstanding or any agreements or
arrangements  which, as a result of the consummation of such transaction,  would
eliminate or substantially  diminish the benefits intended to be afforded by the
Rights.  The provisions of this Section 13 shall  similarly  apply to successive
mergers or consolidations or sales or other transfers.


<PAGE>



            Section 14. Fractional Rights and Fractional Shares. (a) The Company
shall not be  required  to issue  fractions  of Rights  or to  distribute  Right
Certificates  which  evidence  fractional  Rights.  In lieu  of such  fractional
Rights,  there shall be paid to the registered holders of the Right Certificates
with regard to which such  fractional  Rights would  otherwise  be issuable,  an
amount in cash equal to the same fraction of the current market value of a whole
Right.  For the purposes of this Section  14(a),  the current  market value of a
whole  Right  shall be the  closing  price of the  Rights  for the  Trading  Day
immediately  prior to the date on which such  fractional  Rights would have been
otherwise issuable.  The closing price for any day shall be the last sale price,
regular  way,  or, in case no such sale takes place on such day,  the average of
the closing bid and asked  prices,  regular way, in either case,  as reported in
the  principal  consolidated   transaction  reporting  system  with  respect  to
securities  listed or admitted to trading on the New York Stock  Exchange or, if
the Rights are not listed or admitted to trading on the New York Stock Exchange,
as reported in the  principal  consolidated  transaction  reporting  system with
respect to securities listed on the principal  national  securities  exchange on
which the  Rights are listed or  admitted  to trading  or, if the Rights are not
listed or  admitted to trading on any  national  securities  exchange,  the last
quoted  price or, if not so  quoted,  the  average of the high bid and low asked
prices in the  over-the-counter  market,  as  reported  by NASDAQ or such  other
system then in use or, if on any such date the Rights are not quoted by any such
organization,  the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the Board of
Directors of the  Company.  If on any such date no such market maker is making a
market in the Rights, the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used.


<PAGE>





            (b)  The  Company  shall  not be  required  to  issue  fractions  of
Preferred  Shares  (other than  fractions  which are  integral  multiples of one
one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute
certificates  which evidence  fractional  Preferred Shares (other than fractions
which  are  integral  multiples  of one  one-hundredth  of a  Preferred  Share).
Fractions of Preferred  Shares in integral  multiples of one  one-hundredth of a
Preferred Share may, at the election of the Company,  be evidenced by depositary
receipts,  pursuant  to an  appropriate  agreement  between  the  Company  and a
depositary  selected by it;  provided that such agreement shall provide that the
holders of such  depositary  receipts shall have all the rights,  privileges and
preferences  to which they are entitled as  Beneficial  Owners of the  Preferred
Shares represented by such depositary receipts.  In lieu of fractional Preferred
Shares  that are not  integral  multiples  of one  one-hundredth  of a Preferred
Share, the Company shall pay to the registered  holders of Right Certificates at
the time such Rights are exercised as herein provided an amount in cash equal to
the same fraction of the current  market value of one Preferred  Share.  For the
purposes of this Section 14(b),  the current  market value of a Preferred  Share
shall be the closing price of a Preferred  Share (as determined  pursuant to the
second  sentence of Section  11(d)(i)  hereof)  for the Trading Day  immediately
prior to the date of such exercise.


<PAGE>



            (c) The holder of a Right by the  acceptance of the Right  expressly
waives his right to receive any fractional  Rights or any fractional shares upon
exercise of a Right (except as provided above).


<PAGE>



            Section  15.  Rights of  Action.  All rights of action in respect of
this Rights Agreement,  excepting the rights of action given to the Rights Agent
under Section 18 hereof, are vested in the respective  registered holders of the
Right  Certificates (and, prior to the Distribution Date, the registered holders
of the Common Shares);  and any registered  holder of any Right Certificate (or,
prior to the  Distribution  Date, of the Common Shares),  without the consent of
the Rights Agent or of the holder of any other Right  Certificate  (or, prior to
the Distribution Date, of the Common Shares), may, in his own behalf and for his
own  benefit,  enforce,  and may  institute  and  maintain  any suit,  action or
proceeding  against the Company to enforce,  or otherwise act in respect of, his
right to exercise the Rights  evidenced by such Right  Certificate in the manner
provided  in such  Right  Certificate  and in  this  Rights  Agreement.  Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically  acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this  Rights  Agreement  and will be entitled to
specific  performance of the obligations  under,  and injunctive  relief against
actual or threatened  violations of the  obligations  of any Person  subject to,
this Rights Agreement.


<PAGE>



            Section 16. Agreement of Right Holders.  Every holder of a Right, by
accepting  the same,  consents  and agrees with the Company and the Rights Agent
and with every other holder of a Right that:


<PAGE>



            (a)  prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of the Common Shares;



<PAGE>


            (b)  after  the  Distribution   Date,  the  Right  Certificates  are
transferable  only on the registry  books of the Rights Agent if  surrendered at
the principal  office of the Rights Agent,  duly  endorsed or  accompanied  by a
proper instrument of transfer; and


<PAGE>



            (c) the Company  and the Rights  Agent may deem and treat the Person
in whose name the Right  Certificate  (or, prior to the  Distribution  Date, the
associated  Common  Shares  certificate)  is  registered  as the absolute  owner
thereof and of the Rights evidenced  thereby  (notwithstanding  any notations of
ownership or writing on the Right  Certificate or the  associated  Common Shares
certificate  made by anyone other than the Company or the Rights  Agent) for all
purposes  whatsoever,  and neither  the  Company  nor the Rights  Agent shall be
affected by any notice to the contrary.


<PAGE>



            Section 17. Right  Certificate  Holder Not Deemed a Stockholder.  No
holder,  as such, of any Right  Certificate  shall be entitled to vote,  receive
dividends or be deemed for any purpose the holder of the Preferred Shares or any
other  securities  of the  Company  which  may at any  time be  issuable  on the
exercise of the Rights represented  thereby, nor shall anything contained herein
or in any Right  Certificate be construed to confer upon the holder of any Right
Certificate,  as such,  any of the rights of a stockholder of the Company or any
right to vote for the  election of  directors  or upon any matter  submitted  to
stockholders  at any  meeting  thereof,  or to give or  withhold  consent to any
corporate  action,  or to receive notice of meetings or other actions  affecting
stockholders  (except as provided in Section 25 hereof), or to receive dividends
or subscription  rights,  or otherwise,  until the Right or Rights  evidenced by
such  Right  Certificate  shall  have  been  exercised  in  accordance  with the
provisions hereof.


<PAGE>



            Section 18.  Concerning the Rights Agent.  The Company agrees to pay
to the Rights Agent  reasonable  compensation  for all  services  rendered by it
hereunder and, from time to time, on demand of the Rights Agent,  its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Rights  Agreement and the exercise and  performance of its
duties hereunder. The Company also agrees to indemnify the Rights Agent for, and
to hold it harmless  against,  any loss,  liability or expense  incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted by the Rights Agent in connection  with the  acceptance
and administration of this Rights Agreement, including the costs and expenses of
defending against any claim of liability in the premises.


<PAGE>



            The Rights  Agent shall be  protected  and shall incur no  liability
for, or in respect of any action taken,  suffered or omitted by it in connection
with,  its  administration  of this Rights  Agreement in reliance upon any Right
Certificate  or  certificate  for the  Preferred  Shares or Common Shares or for
other securities of the Company,  instrument of assignment or transfer, power of
attorney,   endorsement,   affidavit,   letter,  notice,   direction,   consent,
certificate,  statement, or other paper or document believed by it to be genuine
and to be signed,  executed and, where necessary,  verified or acknowledged,  by
the proper  Person or Persons,  or  otherwise  upon the advice of counsel as set
forth in Section 20 hereof.


<PAGE>



            Section  19.  Merger  or  Consolidation  or Change of Name of Rights
Agent. Any corporation into which the Rights Agent or any successor Rights Agent
may be merged or with which it may be consolidated, or any corporation resulting
from any  merger or  consolidation  to which the Rights  Agent or any  successor
Rights  Agent  shall be a party,  or any  corporation  succeeding  to the  stock
transfer or corporate  trust powers of the Rights Agent or any successor  Rights
Agent,  shall be the  successor to the Rights Agent under this Rights  Agreement
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto;  provided that such corporation would be eligible for
appointment  as a  successor  Rights  Agent under the  provisions  of Section 21
hereof.  In case at the time such  successor  Rights Agent shall  succeed to the
agency created by this Rights  Agreement,  any of the Right  Certificates  shall
have been  countersigned but not delivered,  any such successor Rights Agent may
adopt the  countersignature  of the  predecessor  Rights  Agent and deliver such
Right Certificates so countersigned;  and, in case at that time any of the Right
Certificates shall not have been  countersigned,  any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor  Rights Agent;  and in all such cases such
Right  Certificates shall have the full force provided in the Right Certificates
and in this Rights Agreement.


<PAGE>



            In case at any time the name of the  Rights  Agent  shall be changed
and at such time any of the Right Certificates shall have been countersigned but
not delivered,  the Rights Agent may adopt the countersignature  under its prior
name and deliver Right  Certificates so countersigned;  and in case at that time
any of the Right  Certificates  shall not have been  countersigned,  the  Rights
Agent may countersign such Right Certificates either in its prior name or in its
changed name; and in all such cases such Right  Certificates shall have the full
force provided in the Right Certificates and in this Rights Agreement.


<PAGE>



            Section 20. Duties of Rights Agent.  The Rights Agent undertakes the
duties and obligations imposed by this Rights Agreement upon the following terms
and  conditions,  by  all  of  which  the  Company  and  the  holders  of  Right
Certificates, by their acceptance thereof, shall be bound:


<PAGE>



            (a) The Rights  Agent may  consult  with legal  counsel  (who may be
legal  counsel for the  Company),  and the opinion of such counsel shall be full
and complete  authorization  and protection to the Rights Agent as to any action
taken or omitted by it in good faith and in accordance with such opinion.


<PAGE>



            (b)  Whenever  in the  performance  of its duties  under this Rights
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter be proved or  established by the Company prior to taking or suffering any
action hereunder,  such fact or matter (unless other evidence in respect thereof
be herein  specifically  prescribed) may be deemed to be conclusively proved and
established by a certificate signed by any one of the Chairman of the Board, the
Chief Executive Officer, the President, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for any action taken or suffered
in good faith by it under the  provisions  of this Rights  Agreement in reliance
upon such certificate.


<PAGE>



            (c) The Rights  Agent shall be liable  hereunder  to the Company and
any other Person only for its own negligence, bad faith or willful misconduct.


<PAGE>



            (d) The Rights  Agent shall not be liable for or by reason of any of
the statements of fact or recitals  contained in this Rights Agreement or in the
Right  Certificates  (except  its  countersignature  thereof)  or be required to
verify the same, but all such statements and recitals are and shall be deemed to
have been made by the Company only.


<PAGE>



            (e) The  Rights  Agent  shall  not be under  any  responsibility  in
respect of the validity of this Rights  Agreement or the  execution and delivery
hereof  (except the due  execution  hereof by the Rights Agent) or in respect of
the validity or execution of any Right Certificate (except its  countersignature
thereof);  nor shall it be  responsible  for any  breach by the  Company  of any
covenant  or  condition  contained  in this  Rights  Agreement  or in any  Right
Certificate; nor shall it be responsible for any change in the exercisability of
the Rights  (including  the Rights  becoming void pursuant to Section  11(a)(ii)
hereof) or any  adjustment  in the terms of the Rights  (including  the  manner,
method or amount  thereof)  provided  for in Section 3, 11, 13, 23 or 24, or the
ascertaining  of the  existence  of facts that would  require any such change or
adjustment  (except with  respect to the  exercise of Rights  evidenced by Right
Certificates  after actual  notice that such change or  adjustment is required);
nor  shall it by any act  hereunder  be  deemed  to make any  representation  or
warranty as to the  authorization  or reservation of any Preferred  Shares to be
issued  pursuant  to this Rights  Agreement  or any Right  Certificate  or as to
whether any  Preferred  Shares will,  when  issued,  be validly  authorized  and
issued, fully paid and nonassessable.


<PAGE>



            (f) The Company  agrees that it will perform,  execute,  acknowledge
and deliver or cause to be performed,  executed,  acknowledged and delivered all
such further and other acts,  instruments  and  assurances as may  reasonably be
required by the Rights Agent for the carrying  out or  performing  by the Rights
Agent of the provisions of this Rights Agreement.


<PAGE>



            (g) The Rights  Agent is hereby  authorized  and  directed to accept
instructions  with respect to the  performance of its duties  hereunder from any
one of the Chairman of the Board,  the Chief Executive  Officer,  the President,
any Vice President,  the Secretary or the Treasurer of the Company, and to apply
to such officers for advice or instructions  in connection with its duties,  and
it shall not be liable for any action  taken or  suffered by it in good faith in
accordance  with  instructions  of any such  officer  or for any delay in acting
while waiting for those instructions.


<PAGE>



            (h) The  Rights  Agent and any  stockholder,  director,  officer  or
employee of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any transaction in
which the  Company  may be  interested,  or  contract  with or lend money to the
Company or otherwise  act as fully and freely as though it were not Rights Agent
under this Rights Agreement. Nothing herein shall preclude the Rights Agent from
acting in any other capacity for the Company or for any other legal entity.


<PAGE>



            (i) The Rights  Agent may execute and  exercise any of the rights or
powers hereby vested in it or perform any duty hereunder  either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the  Company  resulting  from any such  act,  default,
neglect or misconduct,  provided  reasonable care was exercised in the selection
and continued employment thereof.


<PAGE>



            Section  21.  Change  of  Rights  Agent.  The  Rights  Agent  or any
successor  Rights Agent may resign and be discharged  from its duties under this
Rights  Agreement  upon 30-days'  notice in writing mailed to the Company and to
each transfer  agent of the Common  Shares or Preferred  Shares by registered or
certified  mail,  and to the holders of the Right  Certificates  by  first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
30-days'  notice in  writing,  mailed to the Rights  Agent or  successor  Rights
Agent,  as the case may be, and to each  transfer  agent of the Common Shares or
Preferred  Shares by  registered  or certified  mail,  and to the holders of the
Right  Certificates by first-class  mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a  successor  to the  Rights  Agent.  If the  Company  shall  fail to make  such
appointment  within a period of 30 days after  giving  notice of such removal or
after it has been notified in writing of such  resignation  or incapacity by the
resigning or incapacitated  Rights Agent or by the holder of a Right Certificate
(who shall, with such notice, submit his Right Certificate for inspection by the
Company),  then the registered  holder of any Right Certificate may apply to any
court of competent  jurisdiction  for the appointment of a new Rights Agent. Any
successor  Rights  Agent,  whether  appointed by the Company or by such a court,
shall be a corporation organized and doing business under the laws of the United
States or of the State of New York (or of any other  state of the United  States
so  long  as  such  corporation  is  authorized  to  do  business  as a  banking
institution in the State of New York, in good standing,  having an office in the
State of New York,  which is  authorized  under such laws to exercise  corporate
trust or stock  transfer  powers and is subject to supervision or examination by
federal  or state  authority  and  which has at the time of its  appointment  as
Rights  Agent a combined  capital  and  surplus of at least $50  million.  After
appointment,  the  successor  Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent  without  further  act or deed;  but the  predecessor  Rights  Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance,  conveyance, act
or deed necessary for the purpose. Not later than the effective date of any such
appointment,  the  Company  shall  file  notice  thereof  in  writing  with  the
predecessor  Rights  Agent  and each  transfer  agent of the  Common  Shares  or
Preferred Shares, and mail a notice thereof in writing to the registered holders
of the Right  Certificates.  Failure  to give any  notice  provided  for in this
Section 21,  however,  or any defect  therein,  shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.


<PAGE>



            Section 22. Issuance of New Right Certificates.  Notwithstanding any
of the provisions of this Rights Agreement or of the Rights to the contrary, the
Company may, at its option,  issue new Right  Certificates  evidencing Rights in
such form as may be approved by the Board of Directors of the Company to reflect
any  adjustment or change in the Purchase  Price and the number or kind or class
of  shares  or  other  securities  or  property   purchasable  under  the  Right
Certificates made in accordance with the provisions of this Rights Agreement.


<PAGE>



            Section 23.  Redemption.  (a) The Board of  Directors of the Company
may,  at its  option,  at any time prior to such time as any  Person  becomes an
Acquiring Person,  redeem all but not less than all the then outstanding  Rights
at a redemption price of $.01 per Right,  appropriately  adjusted to reflect any
stock split,  stock  dividend or similar  transaction  occurring  after the date
hereof (such redemption price being  hereinafter  referred to as the "Redemption
Price").  The  redemption of the Rights by the Board of Directors of the Company
may be made  effective at such time,  on such basis and with such  conditions as
the Board of Directors of the Company, in its sole discretion, may establish.


<PAGE>



            (b)  Immediately  upon the action of the Board of  Directors  of the
Company  ordering the redemption of the Rights pursuant to paragraph (a) of this
Section 23, and without any further action and without any notice,  the right to
exercise the Rights will terminate and the only right  thereafter of the holders
of Rights shall be to receive the Redemption  Price.  The Company shall promptly
give public notice of any such redemption;  provided,  however, that the failure
to give, or any defect in, any such notice shall not affect the validity of such
redemption.  Within 10 days after such action of the Board of  Directors  of the
Company  ordering the redemption of the Rights,  the Company shall mail a notice
of  redemption to all the holders of the then  outstanding  Rights at their last
addresses as they appear upon the  registry  books of the Rights Agent or, prior
to the  Distribution  Date, on the registry  books of the transfer agent for the
Common Shares. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption  will state the method by which the payment of the  Redemption  Price
will be made.  Neither the Company nor any of its  Affiliates or Associates  may
redeem, acquire or purchase for value any Rights at any time in any manner other
than that specifically set forth in this Section 23 or in Section 24 hereof, and
other  than in  connection  with the  purchase  of  Common  Shares  prior to the
Distribution Date.


<PAGE>



            Section 24. Exchange. (a) The Board of Directors of the Company may,
at its  option,  at any time  after any  Person  becomes  an  Acquiring  Person,
exchange all or part of the then outstanding and exercisable Rights (which shall
not include  Rights that have become void pursuant to the  provisions of Section
11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per
Right,  appropriately  adjusted to reflect any stock  split,  stock  dividend or
similar  transaction  occurring after the date hereof (such exchange ratio being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
the Board of  Directors  of the Company  shall not be  empowered  to effect such
exchange at any time after any Person (other than the Company, any Subsidiary of
the Company, any employee benefit plan of the Company or any such Subsidiary, or
any entity holding Common Shares for or pursuant to the terms of any such plan),
together  with  all  Affiliates  and  Associates  of such  Person,  becomes  the
Beneficial Owner of 50% or more of the Common Shares then outstanding.


<PAGE>



            (b)  Immediately  upon the action of the Board of  Directors  of the
Company  ordering the exchange of any Rights  pursuant to paragraph  (a) of this
Section 24 and without any further  action and without any notice,  the right to
exercise such Rights shall  terminate and the only right  thereafter of a holder
of such Rights  shall be to receive  that number of Common  Shares  equal to the
number of such Rights held by such holder  multiplied by the Exchange Ratio. The
Company  shall  promptly  give  public  notice of any such  exchange;  provided,
however,  that the  failure to give,  or any defect in,  such  notice  shall not
affect the validity of such exchange.  The Company  promptly shall mail a notice
of any  such  exchange  to all of the  holders  of such  Rights  at  their  last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be deemed given,  whether or
not the holder receives the notice.  Each such notice of exchange will state the
method by which the  exchange  of the Common  Shares for Rights will be effected
and, in the event of any partial  exchange,  the number of Rights  which will be
exchanged.  Any partial  exchange shall be effected pro rata based on the number
of Rights (other than Rights which have become void  pursuant to the  provisions
of Section 11(a)(ii) hereof) held by each holder of Rights.


<PAGE>



            (c) In the event that there shall not be  sufficient  Common  Shares
issued but not  outstanding or authorized but unissued to permit any exchange of
Rights as  contemplated  in  accordance  with this Section 24, the Company shall
take all such action as may be necessary to authorize  additional  Common Shares
for issuance upon exchange of the Rights. In the event the Company shall,  after
good faith  effort,  be unable to take all such  action as may be  necessary  to
authorize such additional Common Shares, the Company shall substitute,  for each
Common Share that would otherwise be issuable upon exchange of a Right, a number
of Preferred  Shares or fraction  thereof such that the current per share market
price of one Preferred  Share  multiplied by such number or fraction is equal to
the  current  per  share  market  price  of one  Common  Share as of the date of
issuance of such Preferred Shares or fraction thereof.


<PAGE>



            (d) The Company  shall not be required to issue  fractions of Common
Shares or to distribute certificates which evidence fractional Common Shares. In
lieu of such fractional  Common Shares,  the Company shall pay to the registered
holders of the Right  Certificates  with regard to which such fractional  Common
Shares would  otherwise be issuable an amount in cash equal to the same fraction
of the current  market value of a whole Common  Share.  For the purposes of this
paragraph  (d),  the current  market  value of a whole Common Share shall be the
closing price of a Common Share (as determined  pursuant to the second  sentence
of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of
exchange pursuant to this Section 24.


<PAGE>



            Section 25. Notice of Certain Events.  (a) In case the Company shall
propose (i) to pay any dividend  payable in stock of any class to the holders of
its  Preferred  Shares or to make any other  distribution  to the holders of its
Preferred Shares (other than a regular  quarterly cash dividend),  (ii) to offer
to the holders of its Preferred Shares rights or warrants to subscribe for or to
purchase any additional  Preferred Shares or shares of stock of any class or any
other securities, rights or options, (iii) to effect any reclassification of its
Preferred Shares (other than a  reclassification  involving only the subdivision
of outstanding  Preferred  Shares),  (iv) to effect any  consolidation or merger
into or with, or to effect any sale or other  transfer (or to permit one or more
of its  Subsidiaries  to  effect  any  sale or other  transfer),  in one or more
transactions,  of 50% or more of the assets or earning  power of the Company and
its  Subsidiaries  (taken as a whole)  to, any other  Person,  (v) to effect the
liquidation, dissolution or winding up of the Company, or (vi) to declare or pay
any  dividend  on the  Common  Shares  payable  in Common  Shares or to effect a
subdivision,   combination   or   consolidation   of  the   Common   Shares  (by
reclassification  or otherwise  than by payment of dividends in Common  Shares),
then,  in each such  case,  the  Company  shall  give to each  holder of a Right
Certificate,  in  accordance  with Section 26 hereof,  a notice of such proposed
action,  which  shall  specify  the record  date for the  purposes of such stock
dividend,  or  distribution  of rights or  warrants,  or the date on which  such
reclassification,    consolidation,   merger,   sale,   transfer,   liquidation,
dissolution,  or  winding  up is to take  place  and the  date of  participation
therein by the holders of the Common Shares and/or Preferred Shares, if any such
date is to be fixed, and such notice shall be so given in the case of any action
covered by clause  (i) or (ii)  above at least 10 days prior to the record  date
for determining holders of the Preferred Shares for purposes of such action, and
in the case of any such other action,  at least 10 days prior to the date of the
taking of such  proposed  action  or the date of  participation  therein  by the
holders of the Common Shares and/or  Preferred  Shares,  whichever  shall be the
earlier.


<PAGE>



            (b) In case the event set forth in Section  11(a)(ii)  hereof  shall
occur,  then the Company shall as soon as  practicable  thereafter  give to each
holder of a Right Certificate, in accordance with Section 26 hereof, a notice of
the  occurrence  of such event,  which notice shall  describe such event and the
consequences of such event to holders of Rights under Section 11(a)(ii) hereof.


<PAGE>



            Section 26.  Notices.  Notices or demands  authorized by this Rights
Agreement  to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently  given or made if sent by
first-class mail, postage prepaid,  addressed (until another address is filed in
writing with the Rights Agent) as follows:

                  THE BANK OF NEW YORK 101 Barclay Street New York, NY 10286

            Subject to the provisions of Section 21 hereof, any notice or demand
authorized by this Rights Agreement to be given or made by the Company or by the
holder of any Right  Certificate to or on the Rights Agent shall be sufficiently
given or made if sent by first-class  mail,  postage  prepaid,  addressed (until
another address is filed in writing with the Company) as follows:

                  Ascent Entertainment Group, Inc.
                  One Tabor Center
                  1200 Seventeenth Street, Suite 1000
                  Denver, Colorado  80202
                  Attention:  Corporate Secretary

            Notices or demands  authorized by this Rights  Agreement to be given
or  made  by the  Company  or  the  Rights  Agent  to the  holder  of any  Right
Certificate  shall be  sufficiently  given or made if sent by first-class  mail,
postage prepaid, addressed to such holder at the address of such holder as shown
on the registry books of the Company.


<PAGE>





            Section 27. Supplements and Amendments. The Company may from time to
time  supplement  or amend this Rights  Agreement  without  the  approval of any
holders  of Right  Certificates  in order to cure any  ambiguity,  to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions  herein,  or to make any other provisions with respect
to the Rights  which the  Company  may deem  necessary  or  desirable,  any such
supplement  or amendment to be evidenced by a writing  signed by the Company and
the Rights Agent; provided, however, that from and after such time as any Person
becomes an Acquiring  Person,  this Rights Agreement shall not be amended in any
manner  which would  adversely  affect the  interests  of the holders of Rights.
Without  limiting the foregoing,  the Company may at any time prior to such time
as any Person becomes an Acquiring  Person amend this Rights  Agreement to lower
the  thresholds set forth in Sections 1(a) and 3(a) to not less than the greater
of (i) the sum of .001% and the largest  percentage  of the  outstanding  Common
Shares then known by the Company to be  Beneficially  Owned by any Person (other
than the Company,  any Subsidiary of the Company,  any employee  benefit plan of
the Company or of any  Subsidiary of the Company,  or any entity  holding Common
Shares for or pursuant to the terms of any such plan) and (ii) 10%.


<PAGE>



            Section 28.  Successors.  All the covenants  and  provisions of this
Rights  Agreement by or for the benefit of the Company or the Rights Agent shall
bind and  inure  to the  benefit  of their  respective  successors  and  assigns
hereunder.


<PAGE>



            Section  29.  Benefits  of this  Rights  Agreement.  Nothing in this
Rights  Agreement  shall be  construed  to give to any  Person,  other  than the
Company,  the Rights Agent and the registered  holders of the Right Certificates
(and, prior to the Distribution  Date, the Common Shares) any legal or equitable
right,  remedy or claim under this Rights  Agreement;  but this Rights Agreement
shall be for the sole and exclusive benefit of the Company, the Rights Agent and
the registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Shares).


<PAGE>



            Section  30.  Severability.  If any  term,  provision,  covenant  or
restriction  of  this  Rights   Agreement  is  held  by  a  court  of  competent
jurisdiction  or other  authority  to be  invalid,  void or  unenforceable,  the
remainder of the terms,  provisions,  covenants and  restrictions of this Rights
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.


<PAGE>





            Section 31.  Governing  Law.  This Rights  Agreement  and each Right
Certificate  issued  hereunder  shall be deemed to be a contract  made under the
laws of the  State of New York and for all  purposes  shall be  governed  by and
construed in accordance  with the laws of such State  applicable to contracts to
be made and performed entirely within such State.


<PAGE>



            Section 32.  Counterparts.  This Rights Agreement may be executed in
any number of counterparts and each of such counterparts  shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


<PAGE>



            Section 33.  Descriptive Headings.  Descriptive headings of the
several Sections of this Rights Agreement are inserted for convenience only
and shall not control or affect the meaning or construction of any of the
provisions hereof.


<PAGE>



            IN WITNESS  WHEREOF,  the  parties  hereto  have  caused this Rights
Agreement  to be duly  executed and  attested,  all as of the day and year first
above written.


<PAGE>




ATTEST:                                   ASCENT ENTERTAINMENT GROUP, INC.



<PAGE>




                       By____________________By______________________________
                         Name:                 Name:
                         Title:                Title:


<PAGE>









ATTEST:     THE BANK OF NEW YORK


<PAGE>








By______________________                  By_____________________________
                                          Name:Name:
                                          Title:Title:


<PAGE>






                                      FORM

                                       of

                           CERTIFICATE OF DESIGNATIONS



<PAGE>


                                       of


<PAGE>





                SERIES A JUNIOR PARTICIPATING PREFERRED STOCK


<PAGE>





                                       of


<PAGE>





                        ASCENT ENTERTAINMENT GROUP, INC.


<PAGE>





                         (Pursuant to Section 151 of the


<PAGE>


                        Delaware General Corporation Law)


<PAGE>














            Ascent  Entertainment  Group,  Inc.,  a  corporation  organized  and
existing under the General Corporation Law of the State of Delaware (hereinafter
called the  "Corporation"),  hereby certifies that the following  resolution was
adopted by the Board of Directors of the  Corporation as required by Section 151
of the  General  Corporation  Law at a meeting  duly called and held on June 27,
1997:


<PAGE>





            RESOLVED,  that pursuant to the  authority  granted to and vested in
the Board of Directors  of this  Corporation  (hereinafter  called the "Board of
Directors" or the "Board") in accordance  with the provisions of the Certificate
of  Incorporation,  the Board of Directors  hereby creates a series of Preferred
Stock of the Corporation,  par value $.01 per share (the "Preferred Stock"), and
hereby  states the  designation  and number of  shares,  and fixes the  relative
rights, preferences, and limitations thereof as follows:


<PAGE>





            Series A Junior Participating Preferred Stock:



<PAGE>


            Section 1.  Designation and Amount.  The shares of such series shall
be designated as "Series A Junior Participating  Preferred Stock" (the "Series A
Preferred  Stock") and the number of shares  constituting the Series A Preferred
Stock shall be 600,000.  Such number of shares may be  increased or decreased by
resolution of the Board of Directors; provided that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number less than the number of
shares then outstanding plus the number of shares reserved for issuance upon the
exercise of  outstanding  options,  rights or warrants or upon the conversion of
any outstanding  securities issued by the Corporation  convertible into Series A
Preferred Stock.

            Section 2.  Dividends and Distributions.

      (A)  Subject to the  rights of the  holders of any shares of any series of
      Preferred  Stock (or any similar  stock) ranking prior and superior to the
      Series A Preferred Stock with respect to dividends,  the holders of shares
      of Series A Preferred Stock, in preference to the holders of Common Stock,
      par value $.01 per share (the "Common Stock"), of the Corporation,  and of
      any other  junior  stock,  shall be entitled to receive,  when,  as and if
      declared by the Board of Directors out of funds legally  available for the
      purpose,  quarterly  dividends  payable in cash on the first day of March,
      June,  September and December in each year (each such date being  referred
      to herein as a "Quarterly Dividend Payment Date"), commencing on the first
      Quarterly  Dividend  Payment  Date after the first  issuance of a share or
      fraction  of a share of Series A Preferred  Stock,  in an amount per share
      (rounded  to the  nearest  cent)  equal  to the  greater  of (a) $1 or (b)
      subject to the provision for adjustment  hereinafter set forth,  100 times
      the  aggregate per share amount of all cash  dividends,  and 100 times the
      aggregate per share amount (payable in kind) of all non- cash dividends or
      other  distributions,  other than a  dividend  payable in shares of Common
      Stock or a  subdivision  of the  outstanding  shares of  Common  Stock (by
      reclassification  or  otherwise),  declared on the Common  Stock since the
      immediately  preceding Quarterly Dividend Payment Date or, with respect to
      the first Quarterly Dividend Payment Date, since the first issuance of any
      share or fraction of a share of Series A Preferred Stock. In the event the
      Corporation  shall at any time  declare or pay any  dividend on the Common
      Stock  payable  in shares  of Common  Stock,  or effect a  subdivision  or
      combination or consolidation of the outstanding shares of Common Stock (by
      reclassification  or otherwise  than by payment of a dividend in shares of
      Common  Stock) into a greater or lesser  number of shares of Common Stock,
      then in each such case the  amount to which  holders of shares of Series A
      Preferred Stock were entitled immediately prior to such event under clause
      (b) of the preceding sentence shall be adjusted by multiplying such amount
      by a fraction,  the  numerator  of which is the number of shares of Common
      Stock  outstanding  immediately  after such event and the  denominator  of
      which is the  number  of  shares of  Common  Stock  that were  outstanding
      immediately  prior to such  event.  (B) The  Corporation  shall  declare a
      dividend or  distribution  on the Series A Preferred  Stock as provided in
      paragraph (A) of this Section  immediately after it declares a dividend or
      distribution on the Common Stock (other than a dividend  payable in shares
      of Common Stock);  provided that, in the event no dividend or distribution
      shall have been declared on the Common Stock during the period between any
      Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
      Payment  Date, a dividend of $1 per share on the Series A Preferred  Stock
      shall  nevertheless  be  payable  on such  subsequent  Quarterly  Dividend
      Payment Date.

      (C)  Dividends  shall  begin to accrue and be  cumulative  on  outstanding
      shares of Series A Preferred  Stock from the  Quarterly  Dividend  Payment
      Date next  preceding the date of issue of such shares,  unless the date of
      issue of such shares is prior to the record  date for the first  Quarterly
      Dividend  Payment Date, in which case dividends on such shares shall begin
      to accrue  from the date of issue of such  shares,  or unless  the date of
      issue is a Quarterly  Dividend  Payment Date or is a date after the record
      date for the  determination  of  holders  of shares of Series A  Preferred
      Stock  entitled to receive a quarterly  dividend and before such Quarterly
      Dividend  Payment  Date,  in either of which events such  dividends  shall
      begin to accrue and be cumulative  from such  Quarterly  Dividend  Payment
      Date. Accrued but unpaid dividends shall not bear interest. Dividends paid
      on the shares of Series A Preferred Stock in an amount less than the total
      amount of such  dividends  at the time  accrued and payable on such shares
      shall be  allocated  pro rata on a  share-by-share  basis  among  all such
      shares at the time  outstanding.  The Board of Directors  may fix a record
      date for the  determination  of  holders  of shares of Series A  Preferred
      Stock entitled to receive payment of a dividend or  distribution  declared
      thereon,  which  record  date  shall be not more than 60 days prior to the
      date fixed for the payment thereof.


<PAGE>





            Section 3.  Voting Rights.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:

      (A) Subject to the provision for adjustment  hereinafter  set forth,  each
      share of Series A Preferred  Stock shall entitle the holder thereof to 100
      votes  on all  matters  submitted  to a vote  of the  stockholders  of the
      Corporation. In the event the Corporation shall at any time declare or pay
      any dividend on the Common  Stock  payable in shares of Common  Stock,  or
      effect a subdivision or combination or  consolidation  of the  outstanding
      shares of Common Stock (by  reclassification  or otherwise than by payment
      of a dividend in shares of Common  Stock) into a greater or lesser  number
      of shares of Common Stock,  then in each such case the number of votes per
      share to which holders of shares of Series A Preferred Stock were entitled
      immediately  prior to such event  shall be adjusted  by  multiplying  such
      number by a fraction,  the  numerator  of which is the number of shares of
      Common Stock outstanding  immediately after such event and the denominator
      of which is the  number of shares of Common  Stock  that were  outstanding
      immediately prior to such event.

      (B) Except as  otherwise  provided  herein,  in any other  Certificate  of
      Designations creating a series of Preferred Stock or any similar stock, or
      by law, the holders of shares of Series A Preferred  Stock and the holders
      of shares of Common Stock and any other capital  stock of the  Corporation
      having  general  voting  rights  shall vote  together  as one class on all
      matters submitted to a vote of stockholders of the Corporation.

      (C) Except as set forth herein,  or as otherwise  provided by law, holders
      of Series A Preferred  Stock shall have no special voting rights and their
      consent  shall not be required  (except to the extent they are entitled to
      vote with  holders  of Common  Stock as set forth  herein)  for taking any
      corporate action.


<PAGE>





            Section 4.  Certain Restrictions.

      (A)  Whenever  quarterly  dividends or other  dividends  or  distributions
      payable on the Series A  Preferred  Stock as  provided in Section 2 are in
      arrears,  thereafter  and until  all  accrued  and  unpaid  dividends  and
      distributions,  whether or not  declared,  on shares of Series A Preferred
      Stock outstanding shall have been paid in full, the Corporation shall not:

      (i)  declare or pay  dividends,  or make any other  distributions,  on any
      shares  of  stock  ranking   junior   (either  as  to  dividends  or  upon
      liquidation, dissolution or winding up) to the Series A Preferred Stock;


<PAGE>



      (ii) declare or pay  dividends,  or make any other  distributions,  on any
      shares  of stock  ranking  on a parity  (either  as to  dividends  or upon
      liquidation, dissolution or winding up) with the Series A Preferred Stock,
      except dividends paid ratably on the Series A Preferred Stock and all such
      parity stock on which dividends are payable or in arrears in proportion to
      the  total  amounts  to which  the  holders  of all such  shares  are then
      entitled;

      (iii) redeem or purchase or otherwise acquire for consideration  shares of
      any stock  ranking  junior  (either as to dividends  or upon  liquidation,
      dissolution or winding up) to the Series A Preferred Stock,  provided that
      the  Corporation  may at any time redeem,  purchase or  otherwise  acquire
      shares of any such junior stock in exchange for shares of any stock of the
      Corporation  ranking junior  (either as to dividends or upon  dissolution,
      liquidation or winding up) to the Series A Preferred Stock; or


<PAGE>



      (iv) redeem or purchase or otherwise  acquire for consideration any shares
      of Series A Preferred  Stock,  or any shares of stock  ranking on a parity
      with the Series A Preferred  Stock,  except in accordance  with a purchase
      offer made in writing or by  publication  (as  determined  by the Board of
      Directors)  to all  holders of such shares upon such terms as the Board of
      Directors, after consideration of the respective annual dividend rates and
      other  relative  rights  and  preferences  of the  respective  series  and
      classes,  shall  determine in good faith will result in fair and equitable
      treatment among the respective series or classes.

      (B) The Corporation  shall not permit any subsidiary of the Corporation to
      purchase or otherwise acquire for consideration any shares of stock of the
      Corporation  unless the  Corporation  could,  under  paragraph (A) of this
      Section 4,  purchase or otherwise  acquire such shares at such time and in
      such manner.


<PAGE>





            Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and canceled promptly after the acquisition  thereof.  All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
subject to the conditions and restrictions on issuance set forth herein,  in the
Certificate  of  Incorporation,  or in any  other  Certificate  of  Designations
creating  a series  of  Preferred  Stock or any  similar  stock or as  otherwise
required by law.


<PAGE>





            Section  6.  Liquidation,   Dissolution  or  Winding  Up.  Upon  any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the  holders  of shares of stock  ranking  junior  (either  as to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series A
Preferred  Stock  unless,  prior  thereto,  the  holders  of  shares of Series A
Preferred  Stock shall have  received  $100 per share,  plus an amount  equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such  payment,  provided  that the  holders of shares of Series A
Preferred  Stock  shall be entitled  to receive an  aggregate  amount per share,
subject to the  provision for  adjustment  hereinafter  set forth,  equal to 100
times the aggregate  amount to be distributed  per share to holders of shares of
Common  Stock,  or (2) to the  holders  of shares of stock  ranking  on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred  Stock,  except  distributions  made  ratably on the Series A
Preferred  Stock and all such parity stock in proportion to the total amounts to
which the  holders  of all such  shares  are  entitled  upon  such  liquidation,
dissolution  or  winding  up.  In the event  the  Corporation  shall at any time
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock,  then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the  preceding  sentence  shall be
adjusted by multiplying  such amount by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.


<PAGE>





            Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation,  merger, combination or other transaction in which
the shares of Common  Stock are  exchanged  for or changed  into other  stock or
securities,  cash and/or any other property, then in any such case each share of
Series A  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal to 100  times  the  aggregate  amount  of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange  or change of shares of Series A  Preferred  Stock shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.


<PAGE>





            Section 8.  No Redemption.  The shares of Series A Preferred
Stock shall not be redeemable.


<PAGE>





            Section 9. Rank.  The Series A  Preferred  Stock  shall  rank,  with
respect to the payment of dividends and the  distribution  of assets,  junior to
all series of any other class of the Corporation's Preferred Stock.


<PAGE>





            Section 10.  Amendment.  The  Certificate  of  Incorporation  of the
Corporation  shall not be amended in any manner which would  materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding  shares of Series A Preferred Stock,  voting
together as a single class.


<PAGE>





            IN WITNESS WHEREOF,  this Certificate of Designations is executed on
behalf of the  Corporation  by its Chief  Executive  Officer and attested by its
Secretary this 27th day of June, 1997.


<PAGE>



















ATTEST:


                                                By:________________________
                                                      Arthur M. AaronCharles
                                                      Lyons
                                                      Vice President,
                                                      Business &
                                                      LegalChairman, President
                                                      Affairs and
                                                      SecretaryAnd CEO


<PAGE>







                            Form of Right Certificate


<PAGE>








Certificate No. R-                      Rights


<PAGE>











           NOT EXERCISABLE AFTER JULY 10, 2007 OR EARLIER IF


<PAGE>


           REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE SUB-


<PAGE>


           JECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE


<PAGE>


           ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.


<PAGE>








Right Certificate


<PAGE>





                        ASCENT ENTERTAINMENT GROUP, INC.


<PAGE>








           This certifies that , or registered  assigns, is the registered owner
of the  number  of Rights  set forth  above,  each of which  entitles  the owner
thereof,  subject  to  the  terms,  provisions  and  conditions  of  the  Rights
Agreement,  dated as of June 27, 1997 (the "Rights  Agreement"),  between Ascent
Entertainment Group, Inc., a Delaware corporation (the "Company"),  and The Bank
of New York (the "Rights Agent"), to purchase from the Company at any time after
the  Distribution  Date (as such term is defined in the  Rights  Agreement)  and
prior to 5:00 P.M.,  New York time, on July 10, 2007 at the principal  office of
the  Rights  Agent,  or at the  office of its  successor  as Rights  Agent,  one
one-hundredth  of  a  fully  paid  non-assessable   share  of  Series  A  Junior
Participating  Preferred  Stock of the  Company,  par value  $.01 per share (the
"Preferred  Shares"),  at a purchase price of $40.00 per one  one-hundredth of a
Preferred Share (the "Purchase Price"),  upon presentation and surrender of this
Right  Certificate  with the Form of  Election to Purchase  duly  executed.  The
number of Rights  evidenced  by this  Right  Certificate  (and the number of one
one-hundredths of a Preferred Share which may be purchased upon exercise hereof)
set forth  above,  and the Purchase  Price set forth  above,  are the number and
Purchase Price as of July 10, 1997, based on the Preferred Shares as constituted
at such date. As provided in the Rights  Agreement,  the Purchase  Price and the
number of one  one-hundredths  of a Preferred  Share which may be purchased upon
the exercise of the Rights  evidenced by this Right  Certificate  are subject to
modification and adjustment upon the happening of certain events.


<PAGE>



           This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement,  which terms,  provisions and conditions are
hereby incorporated herein by reference

<PAGE>





and made a part hereof and to which  Rights  Agreement  reference is hereby made
for a full description of the rights, limitations of rights, obligations, duties
and immunities hereunder of the Rights Agent, the Company and the holders of the
Right Certificates.  Copies of the Rights Agreement are on file at the principal
executive offices of the Company and the offices of the Rights Agent.


<PAGE>











           This Right  Certificate,  with or without  other Right  Certificates,
upon surrender at the principal office of the Rights Agent, may be exchanged for
another  Right  Certificate  or  Right  Certificates  of  like  tenor  and  date
evidencing  Rights  entitling the holder to purchase a like aggregate  number of
Preferred  Shares as the  Rights  evidenced  by the Right  Certificate  or Right
Certificates  surrendered  shall have entitled such holder to purchase.  If this
Right  Certificate  shall be exercised in part,  the holder shall be entitled to
receive upon surrender  hereof another Right  Certificate or Right  Certificates
for the number of whole Rights not exercised.


<PAGE>











           Subject  to  the  provisions  of the  Rights  Agreement,  the  Rights
evidenced  by this Right  Certificate  (i) may be  redeemed  by the Company at a
redemption  price of $.01 per  Right  or (ii) may be  exchanged,  in whole or in
part, for Preferred  Shares or shares of the Company's  Common Stock,  par value
$.01 per share.


<PAGE>











           No  fractional  Preferred  Shares will be issued upon the exercise of
any Right or Rights  evidenced  hereby (other than fractions  which are integral
multiples of one one-hundredth of a Preferred Share,  which may, at the election
of the Company,  be evidenced by depositary  receipts),  but in, lieu thereof, a
cash payment will be made, as provided in the Rights Agreement.


<PAGE>











           No holder of this  Right  Certificate  shall be  entitled  to vote or
receive  dividends  or be deemed for any  purpose  the  holder of the  Preferred
Shares  or of any  other  securities  of the  Company  which  may at any time be
issuable on the  exercise  hereof,  nor shall  anything  contained in the Rights
Agreement or herein be construed to confer upon the holder hereof,  as such, any
of the  rights  of a  stockholder  of the  Company  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  stockholders  at any
meeting thereof,  or to give or withhold consent to any corporate  action, or to
receive notice of meetings or other actions  affecting  stockholders  (except as
provided  in the Rights  Agreement),  or to receive  dividends  or  subscription
rights,  or  otherwise,  until  the  Right or  Rights  evidenced  by this  Right
Certificate shall have been exercised as provided in the Rights Agreement.


<PAGE>











           This  Right  Certificate  shall  not be valid or  obligatory  for any
purpose until it shall have been countersigned by the Rights Agent.


<PAGE>











           WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal. Dated as of , 1997.


<PAGE>











ATTEST:                            ASCENT ENTERTAINMENT GROUP, INC.


<PAGE>

















                                   By


<PAGE>





Name:                                 Name:


<PAGE>





Title:                                Title:


<PAGE>























COUNTERSIGNED:


<PAGE>

















THE BANK OF NEW YORK


<PAGE>

















By


<PAGE>





   Name:


<PAGE>





   Title:

                    Form of Reverse Side of Right Certificate


<PAGE>



















                               FORM OF ASSIGNMENT


<PAGE>

















                (To be executed by the registered holder if such


<PAGE>





               holder desires to transfer the Right Certificate.)


<PAGE>












                                   FOR VALUE RECEIVED

                                 hereby sells, assigns and transfers unto





<PAGE>





                  Please print name and address of transferee)


<PAGE>











this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably  constitute and appoint Attorney, to transfer the within
Right Certificate on the books of the within-named  Company,  with full power of
substitution.


<PAGE>

















Dated:


<PAGE>























                                    Signature__________________________


<PAGE>












Signature Guaranteed:

            Signatures  must be  guaranteed  by a  member  firm of a  registered
national securities exchange, a member of the National Association of Securities
Dealers,  Inc.,  or a  commercial  bank or trust  company  having  an  office or
correspondent in the United States.

------------------------------------------------------------


<PAGE>






            The undersigned  hereby  certifies that the Rights evidenced by this
Right  Certificate  are not  beneficially  owned by an  Acquiring  Person  or an
Affiliate or Associate thereof (as defined in the Rights Agreement).


<PAGE>











                                    Signature__________________________


<PAGE>





             Form of Reverse Side of Right Certificate -- continued


<PAGE>

















                          FORM OF ELECTION TO PURCHASE


<PAGE>











                  (To be executed if holder desires to exercise


<PAGE>





                  Rights represented by the Right Certificate.)


<PAGE>

















To:  ASCENT ENTERTAINMENT GROUP, INC.


<PAGE>











           The              undersigned  hereby  irrevocably  elects to exercise
                            Rights represented by this Right Certificate to
purchase  the  Preferred  Shares  issuable  upon the exercise of such Rights and
requests that certificates for such Preferred Shares be issued in the name of:


<PAGE>











Please insert social security


<PAGE>





or other identifying number


<PAGE>

















                         (Please print name and address)


<PAGE>

















If such  number of Rights  shall not be all the Rights  evidenced  by this Right
Certificate,  a new Right  Certificate for the balance  remaining of such Rights
shall be registered in the name of and delivered to:


<PAGE>











Please insert social security


<PAGE>





or other identifying number


<PAGE>

















                         (Please print name and address)


<PAGE>







Dated:_______________________


<PAGE>























                                    Signature


<PAGE>

















Signature Guaranteed:


<PAGE>





           Signatures  must be  guaranteed  by a  member  firm  of a  registered
national securities exchange, a member of the National Association of Securities
Dealers,  Inc.,  or a  commercial  bank or trust  company  having  an  office or
correspondent in the United States.


<PAGE>












             Form of Reverse Side of Right Certificate -- continued


<PAGE>













-------------------------------------------------------------


<PAGE>











           The undersigned  hereby  certifies that the Rights  evidenced by this
Right  Certificate  are not  beneficially  owned by an  Acquiring  Person  or an
Affiliate or Associate thereof (as defined in the Rights Agreement).


<PAGE>





























                                    Signature


<PAGE>











-------------------------------------------------------------


<PAGE>























                                     NOTICE


<PAGE>











           The  signature  in the  Form of  Assignment  or Form of  Election  to
Purchase,  as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever.


<PAGE>











           In the  event  the  certification  set  forth  above  in the  Form of
Assignment  or the Form of  Election  to  Purchase,  as the case may be,  is not
completed,  the Company and the Rights Agent will deem the  beneficial  owner of
the Rights  evidenced by this Right  Certificate to be an Acquiring Person or an
Affiliate or  Associate  thereof (as defined in the Rights  Agreement)  and such
Assignment or Election to Purchase will not be honored.


<PAGE>

























                          SUMMARY OF RIGHTS TO PURCHASE


<PAGE>





                                PREFERRED SHARES


<PAGE>

















            On June 27, 1997,  the Board of  Directors  of Ascent  Entertainment
Group, Inc. (the "Company")  declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock of the Company, par
value $.01 per share (the "Common Shares").  The dividend is payable on July 10,
1997 (the "Record Date") to the  stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one one-hundredth of
a share of Series A Junior  Participating  Preferred  Stock of the Company,  par
value  $.01 per share  (the  "Preferred  Shares"),  at a price of $40.00 per one
one-hundredth  of  a  Preferred  Share  (the  "Purchase   Price"),   subject  to
adjustment.  The  description  and terms of the Rights are set forth in a Rights
Agreement (the "Rights  Agreement") between the Company and The Bank of New York
as Rights Agent (the "Rights Agent").


<PAGE>











            Until  the  earlier  to  occur  of (i) 10 days  following  a  public
announcement  that a person or group of  affiliated  or  associated  persons (an
"Acquiring  Person")  have acquired  beneficial  ownership of 15% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors of the Company prior to such time
as any  person or group of  affiliated  persons  becomes  an  Acquiring  Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the  outstanding  Common Shares
(the earlier of such dates being the  "Distribution  Date"),  the Rights will be
evidenced,  with respect to any of the Common Share certificates  outstanding as
of the Record Date, by such Common Share certificate with a copy of this Summary
of Rights attached thereto.


<PAGE>











            The Rights Agreement  provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights),  the Rights will be transferred
with and only with the Common Shares.  Until the  Distribution  Date (or earlier
redemption or expiration of the Rights),  new Common Share  certificates  issued
after the Record  Date upon  transfer  or new  issuance  of Common  Shares  will
contain a notation  incorporating  the Rights Agreement by reference.  Until the
Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  the
surrender for transfer of any certificates  for Common Shares  outstanding as of
the Record Date,  even without such notation or a copy of this Summary of Rights
being  attached  thereto,  will  also  constitute  the  transfer  of the  Rights
associated with the Common Shares  represented by such  certificate.  As soon as
practicable  following the Distribution Date, separate  certificates  evidencing
the  Rights  ("Right  Certificates")  will be mailed to holders of record of the
Common  Shares as of the close of  business  on the  Distribution  Date and such
separate Right Certificates alone will evidence the Rights.



<PAGE>





            The Rights are not  exercisable  until the  Distribution  Date.  The
Rights will expire on July 10, 2007 (the "Final  Expiration  Date"),  unless the
Final  Expiration Date is extended or unless the Rights are earlier  redeemed or
exchanged by the Company, in each case, as described below.


<PAGE>











            The Purchase  Price payable,  and the number of Preferred  Shares or
other securities or property  issuable,  upon exercise of the Rights are subject
to adjustment from time to time to prevent  dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares; (ii) upon the grant to holders of the Preferred Shares of certain rights
or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
securities  convertible into Preferred Shares with a conversion price, less than
the  then-current  market  price of the  Preferred  Shares;  or  (iii)  upon the
distribution to holders of the Preferred  Shares of evidences of indebtedness or
assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
retained  earnings or dividends  payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).


<PAGE>











            The   number  of   outstanding   Rights   and  the   number  of  one
one-hundredths  of a Preferred  Share  issuable  upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or  subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.


<PAGE>











            Preferred Shares purchasable upon exercise of the Rights will not be
redeemable.  Each  Preferred  Share will be entitled  to a minimum  preferential
quarterly  dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend  declared per Common  Share.  In the event of
liquidation,  the holders of the Preferred  Shares will be entitled to a minimum
preferential  liquidation  payment of $100 per share but will be  entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes,  voting together with the Common Shares.  Finally, in
the event of any merger,  consolidation  or other  transaction  in which  Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount  received per Common  Share.  These rights are protected by customary
anti-dilution provisions.


<PAGE>











            Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights,  the value of the one  one-hundredth  interest in a Preferred
Share  purchasable  upon exercise of each Right should  approximate the value of
one Common Share.


<PAGE>











            In the  event  that the  Company  is  acquired  in a merger or other
business  combination  transaction or 50% or more of its consolidated  assets or
earning  power are sold after a person or group has become an Acquiring  Person,
proper  provision  will be made so that each  holder of a Right will  thereafter
have the  right  to  receive,  upon the  exercise  thereof  at the then  current
exercise  price of the  Right,  that  number of  shares  of common  stock of the
acquiring company which at the time of such transaction will have a market value
of two times the  exercise  price of the Right.  In the event that any person or
group of affiliated or associated  persons becomes an Acquiring  Person,  proper
provision  shall be made so that  each  holder  of a Right,  other  than  Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter  have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.


<PAGE>











            At any time after any person or group  becomes an  Acquiring  Person
and  prior  to the  acquisition  by such  person  or group of 50% or more of the
outstanding  Common  Shares,  the Board of Directors of the Company may exchange
the Rights  (other  than  Rights  owned by such  person or group which will have
become void),  in whole or in part, at an exchange ratio of one Common Share, or
one  one-hundredth  of a Preferred  Share (or of a share of a class or series of
the  Company's  preferred  stock  having  equivalent  rights,   preferences  and
privileges), per Right (subject to adjustment).


<PAGE>











            With certain exceptions, no adjustment in the Purchase Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such Purchase Price. No fractional  Preferred  Shares will be issued (other than
fractions  which are  integral  multiples  of one  one-hundredth  of a Preferred
Share,  which may, at the  election of the Company,  be evidenced by  depositary
receipts) and, in lieu thereof,  an adjustment in cash will be made based on the
market price of the  Preferred  Shares on the last trading day prior to the date
of exercise.


<PAGE>











            At any  time  prior  to the  acquisition  by a  person  or  group of
affiliated or associated  persons of beneficial  ownership of 15% or more of the
outstanding  Common Shares, the Board of Directors of the Company may redeem the
Rights,  in whole but not in part, at a price of $.01 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time on such
basis with such  conditions as the Board of Directors,  in its sole  discretion,
may  establish.  Immediately  upon any  redemption  of the Rights,  the right to
exercise the Rights will  terminate  and the only right of the holders of Rights
will be to receive the Redemption Price.


<PAGE>











            The terms of the Rights may be amended by the Board of  Directors of
the Company  without the  consent of the  holders of the  Rights,  including  an
amendment  to lower  certain  thresholds  described  above to not less  than the
greater of (i) the sum of .001% and the largest  percentage  of the  outstanding
Common Shares then known to the Company to be  beneficially  owned by any person
or group of affiliated or associated  persons and (ii) 10%, except that from and
after  such time as any  person or group of  affiliated  or  associated  persons
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights.


<PAGE>











            Until a Right is exercised,  the holder thereof,  as such, will have
no rights as a stockholder of the Company,  including,  without limitation,  the
right to vote or to receive dividends.


<PAGE>











            A copy of the Rights  Agreement  has been filed with the  Securities
and Exchange  Commission as an Exhibit to a  Registration  Statement on Form 8-A
dated July 1, 1997. A copy of the Rights  Agreement is available  free of charge
from the Company.  This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights  Agreement,
which is hereby incorporated herein by reference.


<PAGE>















                                                                    EXHIBIT 10.1


                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT


<PAGE>











      This AMENDED AND  RESTATED  AGREEMENT  made as of December  18, 1995,  and
amended  as of  November  18,  1996 and June 27,  1997,  by and  between  Ascent
Entertainment Group, Inc., a Delaware  corporation  ("Ascent" or the "Company"),
and Charles Lyons, a resident of the State of Colorado(the "Executive").


<PAGE>











      WHEREAS,  effective  on June 27, 1997 (the  "Distribution  Date"),  COMSAT
Corporation  ("COMSAT")  distributed its remaining  80.67% interest in Ascent to
COMSAT's shareholders; and


<PAGE>











      WHEREAS,  Ascent  desires to employ the  Executive as President  and Chief
Executive  Officer  of  Ascent,   and  the  Executive  desires  to  accept  such
employment, on the terms and conditions set forth herein;


<PAGE>











      NOW, THEREFORE, in consideration of the premises and the mutual agreements
made herein, and intending to be legally bound hereby,  Ascent and the Executive
agree as follows:


<PAGE>











      1.    Employment; Duties.


<PAGE>











                  (a) Employment and Employment Period.  Ascent shall employ the
Executive to serve as  President  and Chief  Executive  Officer of Ascent or its
successor entity for a period (the "Employment  Period")  commencing on June 27,
1997(the  "Effective  Date") and continuing  thereafter for a term of five years
until June 27, 2002 unless  terminated in accordance with the provisions of this
Agreement.  In the event that  Ascent  desires to extend the  employment  of the
Executive,  it must give written notice of such desire by the fourth anniversary
of the  Effective  Date,  and after such notice the parties  shall enter into an
exclusive  negotiation  period of not less  than six  months,  unless  otherwise
mutually  agreed upon by the parties in writing.  Each 12 month period ending on
the anniversary date of the Effective Date is sometimes  referred to herein as a
"year of the Employment Period."


<PAGE>











            (b) Offices, Duties and Responsibilities. Effective on the Effective
Date,  Executive  shall be  elected  President  and Chief  Executive  Officer of
Ascent. The Executive shall report directly and solely to the Board of Directors
of Ascent (the "Board").  Throughout the Employment  Period,  Ascent shall cause
Executive to be a member and Chairman of the Board.  In addition,  the Executive
shall be a member  of all  committees  of the  Board  (including  any  executive
committee  or  nominating  committee)  other  than the Audit  Committee  and the
Compensation  Committee.  Executive  shall be a member and the  chairman  of any
senior executive or management  committees which are not committees of the Board
which may be established from time to time by the Board. The Executive's offices
initially  shall be located at the Company=s  headquarters,  which are presently
located in Denver,  Colorado.  The Executive shall have all duties and authority
customarily accorded a chief executive officer,  including,  without limitation,
the lead responsibility  with full autonomy,  subject to the customary authority
and  direction  of the  Board,  to  direct  and  develop  the  capabilities  and
performance  of Ascent.  All  employees  of Ascent  shall  report,  directly  or
indirectly,  to the Executive and the Executive shall have the authority to hire
and fire all such employees within established budget parameters. Subject to the
authority and  responsibility  set forth in this Section 1(b),  the  Executive's
management of Ascent shall be (x) in accordance with the written policies of the
Board and Ascent's Policies and Procedures, both as in effect from time to time,
and (y) within the limits of an annual budget for Ascent which shall be approved
by the Board at least 30 days before the  beginning  of the fiscal year to which
such budget  relates.  The annual  budget shall provide  adequate  resources for
Executive  to  operate  Ascent  in a manner  substantially  consistent  with the
customary  day to day  operations of  comparable  first-class  businesses in the
United States entertainment  industry. If the Executive proposes the expenditure
of any amounts  which  exceed the  applicable  annual  budgets for Ascent,  such
excess amounts shall not be committed to Executive's  authority unless and until
specifically  authorized  and  approved by the Board , to the extent so required
under Ascent's Policies and Procedures.


<PAGE>











            (c) Devotion to Interests of Ascent.  During the Employment  Period,
the Executive  shall render his business  services  solely in the performance of
his duties  hereunder.  The Executive  shall use his best efforts to promote the
interests and welfare of Ascent.  Notwithstanding  the foregoing,  the Executive
shall be  entitled to  undertake  such  outside  activities  (e.g.,  charitable,
educational,  personal interests,  board of directors membership,  and so forth,
that do not  compete  with the  business  of Ascent) as do not  unreasonably  or
materially  interfere with the performance of his duties hereunder as reasonably
determined by the Board in consultation with the Executive.

            2.    Compensation and Fringe Benefits.


<PAGE>











            (a)   Base Compensation.  Ascent shall pay the


<PAGE>





            Executive a base salary ("Base  Salary") at the rate of $500,000 per
year  during  the  Employment  Period  with  payments  made in  installments  in
accordance with Ascent's regular practice for compensating  executive personnel,
provided that in no event shall such payments be made less frequently than twice
per month.  The Base Salary for the  Executive  shall be reviewed for  increases
each year  during  the  Employment  Period  commencing  the  second  year of the
Employment  Period.  Any Base Salary increases shall be approved by the Board in
its sole discretion.


<PAGE>











            (b) Bonus  Compensation.  The Executive  will be eligible to receive
bonuses  ("Annual  Bonus") during the Employment  Period in accordance  with the
following  parameters:  (i) the target bonus for each year during the Employment
Period  shall be 70% of Base Salary for  achieving  100% of the target level for
the performance measures; and (ii) the performance measures, the relative weight
to be  accorded  each  performance  measure  and the amount of bonus  payable in
relation to the target bonus for achieving  more or less than 100% of the target
level for the performance  measures shall be determined for each year during the
Employment  Period by the  Compensation  Committee after  consultation  with the
Executive.  As part of the  consultation  process  set  forth  in the  preceding
sentence,  the Executive shall prepare before the end of each fiscal year ending
during the Employment Period a business plan for Ascent with respect to at least
the following three year period. The Board shall consider and approve such plans
on an annual basis,  subject to such  modifications as are otherwise  consistent
with this  Agreement,  and each fiscal year the current plan shall be considered
by the Compensation  Committee as the basis for establishing the bonus standards
for such year with such reasonable  modifications as the Compensation  Committee
may reasonably determine and which are consistent with this Agreement.


<PAGE>











            (c)  Fringe  Benefits.  The  Executive  also  shall be  entitled  to
participate in group health,  dental and disability insurance programs,  and any
group profit  sharing,  deferred  compensation,  supplemental  life insurance or
other  benefit  plans as are  generally  made  available by Ascent to the senior
executives  of  Ascent on a  favored  nations  basis,  which  benefits  shall be
comparable,  in the aggregate, to the benefits available to senior executives of
similarly situated companies in the entertainment  industry. Such benefits shall
include   reimbursement  of  (i)  documented  expenses  reasonably  incurred  in
connection  with  travel and  entertainment  related to  Ascent's  business  and
affairs, (ii) Executive's reasonable legal fees and costs incurred in connection
with  the  drafting,  negotiation  and  execution  of  this  Agreement,  Irell &
Manella's rates for fees and costs being deemed reasonable,  and (iii) a monthly
payment for or  reimbursement  of automobile  and other  transportation  related
expenses of $1,200 per month.  All benefits  described in the  foregoing (i) and
(ii) that are  reportable  as earned or unearned  income will be Agrossed up@ by
Ascent in connection with federal and state tax obligations to provide Executive
with appropriate net tax coverage so that the benefits received by the Executive
from the  foregoing  clauses (i) and (ii) shall be net of income and  employment
taxes  thereon.  Ascent  reserves the right to modify or terminate  from time to
time the fringe benefits provided to the senior management group,  provided that
the fringe benefits provided to the Executive shall not be materially reduced on
an overall basis during the Employment Period.



<PAGE>





            (d)   Financial Planning.  The Executive shall be entitled to
receive financial counseling and planning services provided by Ascent at a
cost to be approved annually by the Compensation Committee.


<PAGE>











            (e) Stock Appreciation Rights.  Ascent hereby grants to Executive as
of the Effective Date stock appreciation  rights ("SARs"),  exercisable only for
cash, with respect to 297,500 shares of Ascent's  common stock,  par value $0.01
per share, each such SAR exercisable at the per-share price equal to the average
of the high and low sale  prices of the Common  Stock on the five  trading  days
commencing on the Distribution  Date (the "Exercise  Price").  The SARs shall be
exercisable by Executive according to the following schedule:


<PAGE>






                  (i)   10% of the SARs on or after June 27, 1997;


<PAGE>






                  (ii) 15% of the SARs on or after December 18, 1997;


<PAGE>






                  (iii)25% of the SARs on or after December 18, 1998;


<PAGE>






                  (iv)  25% of the SARs on or after December 18, 1999; and


<PAGE>






                  (v)   25% of the SARs on or after December 18, 2000.

            Notwithstanding  the foregoing,  100% of the SARs shall  immediately
vest and become  immediately  exercisable,  without  any  further  action by the
Executive,  upon the  occurrence of any "Change of Control  Event" as defined in
Section 7(a) below, or upon the occurrence of any event that results in Ascent's
Common  Stock no  longer  being  traded on any of the New York  Stock  Exchange,
American Stock Exchange or NASDAQ  National  Market System  (including,  without
limitation,  as a result  of any  so-called  "going  private"  transaction  with
Ascent).   Such  SARs  shall  be  represented  by  a  SAR  agreement  containing
appropriate terms consistent with the provisions of this Agreement. The SARs, to
the extent they remain  unexercised,  shall  automatically  and without  further
notice  terminate  and become of no further force and effect only at the time of
the earliest of the following to occur:


<PAGE>






                  (x) Three months after the date upon which a  termination  for
cause by Ascent (as provided in Section  5(b)) shall have become  effective  and
final; or


<PAGE>






                  (y)   December 18, 2005.


<PAGE>











      In  the   event   of  any   stock   split,   stock   dividend,   spin-off,
reclassification,    recapitalization,   merger,   consolidation,   subdivision,
combination  or other change which  affects the  character or amount of Ascent's
common  stock  after  the  Effective  Date  and  prior  to the  exercise  and/or
expiration  of all of the SARs,  the  number  and  exercise  price of and/or the
formula for determining the value of such unissued or unexercised  SARs shall be
adjusted in order to make such SARs, as nearly as may be practicable, equivalent
in nature  and value to the SARs that  would have  existed  had such  change not
taken place. In addition,  if Ascent adopts a stock-based incentive plan that in
Executive's sole judgment provides for any term(s) more favorable to the grantee
than any term(s) set forth above,  Executive  will be entitled to the benefit of
such more favorable term(s) with respect to the SARs, other than with respect to
the vesting schedule thereof, but in no event will any term(s) applicable to the
SARs be less favorable to Executive than those set forth above.


<PAGE>











      During the Employment  Period,  the Executive shall be granted  additional
stock-based  incentives as determined by the Compensation  Committee in its sole
discretion. Notwithstanding any other provision of this Agreement except Section
5(b),  the  Compensation  Committee  may  in its  discretion  provide  that  any
stock-based  incentives  granted to the Executive which have not vested prior to
his  termination of employment  shall continue to vest in accordance  with their
original terms as if the Executive's employment had not terminated.


<PAGE>











            (f) COMSAT  Benefits.  After December 18, 1995, the Executive  shall
cease to  participate  in COMSAT's  Key  Employee  Stock  Plans,  Insurance  and
Retirement Plan for Executives,  Directors and Executives Deferred  Compensation
Plan (the "Deferred  Compensation  Plan"),  Split Dollar Insurance Plan,  Annual
Incentive Plan ("AIP") and Educational Grant Program (collectively,  the "COMSAT
Executive  Benefit  Plans"),  and shall forfeit any and all rights and interests
under the COMSAT Executive Benefit Plans; provided,  however, that the Executive
shall retain the stock options,  restricted stock awards, restricted stock units
and phantom stock units  previously  granted to him under the Key Employee Stock
Plans and the AIP  (together  with  Executive's  deferred  compensation  account
referred to in (iii) below,  collectively,  the "COMSAT  Stock  Awards"),  which
shall  continue to vest in accordance  with their  original terms as long as the
Executive  remains  employed  by  Ascent,  and,  in the case of  stock  options,
terminate three months after the later of either (x) the Distribution Date, with
respect  to such stock  options  which are fully  vested as of the  Distribution
Date,  and (y) the date  such  stock  options  become  fully  vested;  provided,
however, that subject to the approval of the COMSAT Compensation Committee,  all
of the  Executive's  COMSAT stock options shall not terminate until three months
after the last such options fully vest.


<PAGE>











                  (g)  Consulting  Compensation.   If  the  Executive  is  still
employed by Ascent on the date preceding the fifth  anniversary of the Effective
Date,  and if by such date the  Executive and Ascent have not executed a written
agreement for an additional term of employment, then the Employment Period shall
expire and, in addition to and without  limitation of any rights of either party
under this  Agreement  or  otherwise,  Ascent  shall  retain the  Executive as a
non-exclusive  consultant  and, as  compensation  for such  consulting  services
(which  shall  be of a  type  and  scope  that  would  not  interfere  with  the
Executive's  rendering  for a  third  party  the  type of  full-time,  exclusive
services  rendered by the  Executive for the Company  hereunder),  shall pay the
Executive an amount equal to one hundred percent (100%) of his then current Base
Salary  for an  additional  period of  eighteen  (18)  months  (the  "Consulting
Period"),  and during the  Consulting  Period the  Executive  shall  continue to
receive  Fringe  Benefits  (as defined  below),  and to vest in any  stock-based
incentives  previously awarded to the Executive,  but the Executive shall not be
entitled to receive any Base Salary  increases,  bonuses,  or further  awards of
stock-based  incentives.  Without  limiting any of the Executive's  other rights
under this Agreement or otherwise,  if the Executive is still employed by Ascent
on the  date  preceding  the  fifth  anniversary  of the  Effective  Date and is
retained as a consultant  and is entitled to the  compensation  and benefits set
forth in the immediately preceding sentence, then such compensation and benefits
shall constitute the Executive=s sole compensation resulting from the expiration
of this  Agreement,  and the  Executive  waives  any  claims  to any  additional
compensation other than as a result of Ascent=s breach of this Agreement.


<PAGE>











            (h)  Conflicting  Provisions.  Solely to the extent of any  conflict
between the  provisions of this  Agreement  and the  provisions of any agreement
between Executive,  on the one hand, and COMSAT, Ascent and/or any affiliated or
related  entity of either of them, on the other hand,  relating to stock options
(including  the SARs),  life  insurance,  health  insurance,  any other employee
equity  participation,  profit sharing or retirement  plan, group health plan or
other employee benefits (individually and collectively, together with the COMSAT
Stock Awards,  referred to herein as the "Fringe  Benefits"),  the provisions of
this Agreement will control.

            (i) Compensation Review. The Compensation  Committee shall conduct a
review of the total compensation payable under this Agreement, including salary,
bonus   opportunities   and  Fringe   Benefits,   based  on  such   factors  and
considerations  as the Committee  deems  reasonable and  appropriate in its sole
discretion,  and the parties  agree to  negotiate  in good faith an amendment to
this  Agreement  reflecting  the  results  of such  compensation  review,  which
amendment  shall not be in the aggregate  less  favorable to the Executive  than
currently provided in this Agreement.


<PAGE>











      3.    Trade Secrets; Return of Documents and Property.


<PAGE>











            (a) Executive  acknowledges that during the course of his employment
he  will  receive  secret,  confidential  and  proprietary  information  ("Trade
Secrets") of Ascent and of other  companies with which Ascent does business on a
confidential  basis and that Executive will create and develop Trade Secrets for
the benefit of Ascent.  Trade Secrets shall  include,  without  limitation,  (a)
literary, dramatic or other works, screenplays,  stories, adaptations,  scripts,
treatments, formats, "bibles," scenarios, characters, titles of any kind and any
rights therein,  custom  databases,  "know-how,"  formulae,  secret processes or
machines,  inventions,   computer  programs  (including  documentation  of  such
programs)  (collectively,  "Technical  Trade  Secrets@),  and (b)  matters  of a
business nature, such as customer data and proprietary  information about costs,
profits,  markets and sales,  customer  databases,  and other  information  of a
similar  nature to the extent not available to the public,  and plans for future
development   (collectively,   "Business  Trade  Secrets@).  All  Trade  Secrets
disclosed  to or  created  by  Executive  shall be  deemed  to be the  exclusive
property of Ascent (as the context may  require).  Executive  acknowledges  that
Trade Secrets have  economic  value to Ascent due to the fact that Trade Secrets
are not generally known to the public or the trade and that the unauthorized use
or disclosure of Trade Secrets is likely to be  detrimental  to the interests of
Ascent  and its  subsidiaries.  Executive  therefore  agrees  to hold in  strict
confidence  and not to disclose to any third party any Trade Secret  acquired or
created or developed by Executive  during the term of this Agreement  except (i)
when  Executive  is required to use or disclose  any Trade  Secret in the proper
course of the Executive's  rendition of services to Ascent hereunder,  (ii) when
such Trade Secret becomes public  knowledge  other than through a breach of this
Agreement,  or (iii) when  Executive  is required to disclose  any Trade  Secret
pursuant  to any  valid  court  order in which the  Executive  is  compelled  to
disclose such Trade Secret. The Executive shall notify Ascent immediately of any
such court order in order to enable Ascent to contest such order's validity. For
a period of two (2) years after  termination  of the  Employment  Period for all
Business  Trade Secrets and for a period of five (5) years after  termination of
the Employment  Period for all Technical Trade Secrets,  the Executive shall not
use or otherwise  disclose  Trade Secrets  unless such  information  (x) becomes
public  knowledge or is generally known in the  entertainment or sports industry
among executives comparable to the Executive other than through a breach of this
Agreement, (y) is disclosed to the Executive by a third party who is entitled to
receive and  disclose  such Trade  Secret,  or (z) is  required to be  disclosed
pursuant to any valid court  order,  in which case the  Executive  shall  notify
Ascent  immediately of any such court order in order to enable Ascent to contest
such order's validity.


<PAGE>











            (b) Upon the effective date of notice of the Executive's or Ascent's
election to terminate this Agreement, or at any time upon the request of Ascent,
the Executive (or his heirs or personal representatives) shall deliver to Ascent
(i) all  documents  and  materials  containing  or  otherwise  relating to Trade
Secrets or other information relating to Ascent's business and affairs, and (ii)
all documents, materials and other property belonging to Ascent, which in either
case are in the  possession  or under the control of the Executive (or his heirs
or  personal  representatives).  The  Executive  shall be  entitled  to keep his
personal records relating to Ascent's  business and affairs except to the extent
those  contain  documents  or  materials  described in clause (i) or (ii) of the
preceding  sentence,  in which case Executive may retain copies for his personal
and confidential use.


<PAGE>











      4.  Discoveries and Works.  All discoveries and works made or conceived by
the  Executive  during his  employment  by Ascent  pursuant  to this  Agreement,
jointly or with others,  that relate to Ascent's  activities  ("Discoveries  and
Works") shall be owned by Ascent.  Discoveries and Works shall include,  without
limitation,   literary,   dramatic  or  other   works,   screenplays,   stories,
adaptations,  scripts,  treatments,  formats,  "bibles," scenarios,  characters,
titles  of  any  kind  and  any  rights  therein,  other  works  of  authorship,
inventions,  computer  programs  (including  documentation  of  such  programs),
technical improvements, processes and drawings. The Executive shall (i) promptly
notify,  make  full  disclosure  to,  and  execute  and  deliver  any  documents
reasonably  requested  by,  Ascent to  evidence or better  assure  title to such
Discoveries and Works in Ascent,  (ii) assist Ascent in obtaining or maintaining
for itself at its own expense United States and foreign copyrights, trade secret
protection or other  protection of any and all such  Discoveries and Works,  and
(iii) promptly  execute,  whether during his employment by Ascent or thereafter,
all  applications  or other  endorsements  necessary or  appropriate to maintain
copyright  and other rights for Ascent and to protect their title  thereto.  Any
Discoveries  and Works  which,  within sixty days after the  termination  of the
Executive's employment by Ascent, are made, disclosed,  reduced to a tangible or
written form or  description,  or are reduced to practice by the  Executive  and
which pertain to work  performed by the Executive  while with Ascent and COMSAT,
shall, as between the Executive and Ascent and COMSAT,  be presumed to have been
made during the Executive's employment by Ascent.


<PAGE>











      5.    Termination.  This Agreement shall remain in effect during the
Employment Period, and this Agreement and Executive's employment with Ascent
may be terminated only as follows:


<PAGE>











            (a) By the  Executive  (an  "Executive  Election")  at any time upon
sixty (60) days advance  written  notice to Ascent upon an  "Executive  Election
Event" (as defined  below).  In such event or if the  Executive's  employment is
terminated  by Ascent  without  "cause"  (as  defined  below),  there will be no
forfeiture,  penalty,  reduction  or other  adverse  effect  upon any  rights or
interests relating to any Fringe Benefits,  including,  without limitation,  the
SARs and any other stock-based incentives,  all of which will fully vest, to the
extent  not  previously  vested,  immediately  upon  such  termination  becoming
effective  and  final.  Without  limiting  the  foregoing,  in the  event  of an
Executive  Election  or if the  Executive's  employment  is  terminated  without
"cause,"  the  Executive  shall be entitled to receive  the  following  benefits
through  the longer of (x) the  remainder  of the  Employment  Period as if this
Agreement  had  remained in effect  until the end of such  five-year  Employment
Period and (y) three years following the date of such termination (the "Duration
Period"):  (i) his then  current  Base  Salary;  (ii) an Annual  Bonus  equal to
seventy  percent  (70%) of his then  current  Base  Salary;  and (iii) all other
benefits provided pursuant to Sections 2(c), (d) and (e) of this Agreement.  The
Executive shall have no obligation to seek other  employment in the event of his
termination pursuant to this paragraph (a), and there shall be no offset against
amounts due the Executive  under this  Agreement on account of any  remuneration
attributable to any subsequent  employment that he may obtain. Ascent shall have
the option at any time during the Duration  Period to pay to the  Executive in a
lump sum the amounts remaining under clauses (i) and (ii) of this paragraph (a).
If Ascent  exercises  such  option,  Ascent  shall have no further  compensation
payment  obligations  under clauses (i) and (ii) above.  Upon any termination of
the  Executive's  employment  under this Section 5(a),  Ascent shall establish a
"rabbi"  trust,  i.e.,  a trust  for  the  benefit  of the  Executive  which  is
irrevocable  by Ascent,  but whose assets will be available to Ascent's  general
creditors  upon  Ascent's  insolvency,  with  terms  and  provisions  reasonably
acceptable to the Executive,  and shall contribute to such trust an amount equal
to the sum of all  payments  to be  made  to the  Executive  by  reason  of such
termination of employment,  including, but not limited to, the amounts set forth
in Sections  5(a)(i),  (ii) and (iii),  and the amount which the Executive would
receive if he exercised all of his SARs and  stock-based  incentives on the date
of his  termination  of  employment.  Ascent shall at all times remain liable to
carry out its  obligations  under this  Agreement,  but such  obligations may be
satisfied with the assets of such trust distributed pursuant to the terms of the
trust, and any such  distribution  shall reduce Ascent's  obligations under this
Agreement.  In all  circumstances of termination under this Section 5(a), Ascent
shall   remain    obligated    under   clause   (iii)   and   all    stock-based
incentives(including  the SARs) will remain  exercisable  for the maximum period
provided  in each  applicable  grant,  and the COMSAT  Stock  Awards will remain
outstanding for the period set forth in this Agreement.


<PAGE>











            An "Executive Election Event" shall be any of the following: (I) any
substantial  reduction  (except  in  connection  with  the  termination  of  his
employment  voluntarily  by the  Executive  or by Ascent for  "cause" as defined
below) by Ascent,  without  the  Executive's  express  written  consent,  of his
responsibilities  as President and Chief Executive  Officer of Ascent;  (II) any
change in the  reporting  structure  set forth in Section 1(b) above;  (III) any
requirement  that  Executive  perform  material  services of lesser stature than
those typically performed by the president and CEO of comparably sized companies
in the entertainment  industry;  (IV) any reduction in Executive's  title; (V) a
"Change of Control  Event" (as defined in Section 7(a) below);  provided that in
such event, the amounts payable to the Executive under this Section 5(a) will be
contributed  to the "rabbi" trust as provided above no later than one day before
such change of control becomes effective, whether or not the Executive has given
notice of  termination  at such time, and payable to the Executive in a lump sum
upon the  effectiveness  of his  termination  as a result of a Change in Control
Event; (VI) any other material default of this Agreement which continues for ten
(10)  business  days  following  Ascent's  receipt  of written  notice  from the
Executive specifying the manner in which Ascent is in default of this Agreement;
(VII) the Board=s  requiring  Executive to be based at any office location other
than the principal  offices of Ascent,  or the relocation,  without  Executive=s
consent, of such principal offices to a location outside the greater Denver area
prior to the second  anniversary of the Effective  Date; or (VIII) any purported
termination of Executive=s  employment  otherwise than as expressly permitted by
the Agreement.


<PAGE>











            (b) By  Ascent  at any  time  for  "cause."  For  purposes  of  this
Agreement,  Ascent shall have "cause" to terminate  the  Executive's  employment
hereunder  upon (i) the  continued  and  deliberate  failure of the Executive to
perform his  material  duties,  in a manner  substantially  consistent  with the
manner  reasonably  prescribed by the Board and in accordance  with the terms of
this Agreement (other than any such failure resulting from his incapacity due to
physical or mental illness),  which failure continues for ten (10) business days
following the  Executive's  receipt of written notice from the Board  specifying
the manner in which the Executive is in default of his duties, (ii) the engaging
by the  Executive in  intentional  serious  misconduct  that is  materially  and
demonstrably injurious to Ascent or its reputation,  which misconduct,  if it is
reasonably capable of being cured, is not cured by the Executive within ten (10)
business days following the Executive's receipt of written notice from the Board
specifying  the  serious  misconduct  engaged  in by the  Executive,  (iii)  the
conviction,  which  is not  subject  to  further  appeal,  of the  Executive  of
commission of a felony involving a crime of moral turpitude, whether or not such
felony was committed in connection with Ascent's business,  or (iv) any material
breach by the  Executive  of Section 8 hereof.  If Ascent  shall  terminate  the
Executive's  employment  for  "cause,"  there  will be no  forfeiture,  penalty,
reduction or other adverse  effect upon any vested rights or interests  relating
to any Fringe Benefits.  In such event,  Ascent,  in full satisfaction of all of
Ascent's  obligations  under this Agreement and in respect of the termination of
the Executive's employment with Ascent, shall pay the Executive his Base Salary,
a prorated Annual Bonus and all other  compensation,  benefits and reimbursement
through the date of  termination of his  employment,  provided that the SARs and
any other stock options  granted to the Executive under the Ascent option or any
successor plan or under COMSAT's Key Employee Stock Plans shall  terminate three
months after the date of termination of his employment for "cause".


<PAGE>











      6.    Disability; Death.


<PAGE>











            (a) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive  shall be unable to perform  substantially  his duties by
reason  of  disability  or  impairment  of health  for at least six  consecutive
calendar  months,  Ascent  shall have the right to terminate  this  Agreement by
giving sixty (60) days written notice to the Executive to that effect,  but only
if at the time such  notice is given  such  disability  or  impairment  is still
continuing. Following the expiration of the notice period, the Employment Period
shall  terminate,  and  Ascent's  payment  obligations  to the  Executive  under
Sections 2(a) and (b) shall terminate with the payment of the  Executive's  Base
Salary for the month in which the  Employment  Period  terminates and a prorated
Annual  Bonus  through  such month,  and there will be no  forfeiture,  penalty,
reduction or other adverse  effect upon any vested rights or interests  relating
to any  Fringe  Benefits;  provided  that the SARs and any other  stock  options
granted to the  Executive  under the Ascent  option plan or any  successor  plan
shall become fully vested and shall  terminate in  accordance  with their terms,
but in no event less than one year after such termination,  notwithstanding  the
limitations of Section 2(e) of this  Agreement.  In the event of a dispute as to
whether the Executive is disabled  within the meaning of this  paragraph (a), or
the duration of any disability,  either party may request a medical  examination
of the  Executive  by a doctor  appointed  by the  Chief of Staff of a  hospital
selected by mutual  agreement  of the parties,  or as the parties may  otherwise
agree,  and the written  medical  opinion of such doctor shall be conclusive and
binding upon the parties as to whether the Executive has become disabled and the
date when such disability arose. The cost of any such medical examinations shall
be borne by Ascent.


<PAGE>











            (b) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive shall die, Ascent shall pay to the Executive's estate his
Base Salary and a prorated  Annual  Bonus  through the end of the month in which
the  Executive's  death  occurred,  at which time the  Employment  Period  shall
terminate  without  further  notice  and there will be no  forfeiture,  penalty,
reduction or other adverse  effect upon any vested rights or interests  relating
to any  Fringe  Benefits;  provided  that the SARs and any other  stock  options
granted to the  Executive  under the Ascent  option plan or any  successor  plan
shall  become  fully  vested  and  shall  terminate  one year  after the date of
termination  of  the  Executive=s  employment  for  death,  notwithstanding  the
limitations of Section 2(e) of this Agreement.


<PAGE>











            (c) Nothing  contained  in this  Section 6 shall impair or otherwise
affect any rights and interests of the Executive under any compensation  plan or
arrangement of Ascent which may be adopted by the Board.


<PAGE>











      7.    Change of Control.


<PAGE>











            (a) If, prior to the termination of the Employment Period,  there is
a "Change of Control Event" (as hereinafter  defined in this paragraph (a)), the
Executive shall have the right to exercise his Executive  Election in accordance
with Section 5(a) by giving  notice either prior to such Change of Control Event
becoming effective or up to 180 days following such Change of Control Event, but
termination  pursuant to such notice  shall not take effect in  accordance  with
Section  5(a)(V) in any event prior to 120 days following such Change of Control
Event,  however  payment to the Executive  shall be made as set forth in Section
5(a)(V).  The expiration of such 180-day period shall not affect the Executive's
right to give notice  under  Section  5(a) with  respect to any other  Executive
Election  Event.  A "Change of Control  Event" shall mean and include either the
occurrence  of  any of the  following  with  respect  to  Ascent,  or any of the
following  becoming highly likely to occur, in the  determination  of the Board:
(i) the  acquisition by any  individual,  entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person") of beneficial  ownership  (within the meaning
of Rule 13d-3  promulgated  under the Exchange Act) of 20% or more of either (A)
the then  outstanding  shares of common stock of the Company  (the  "Outstanding
Company Common Stock") or (B) the combined voting power of the then  outstanding
voting  securities of the Company  entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
for purposes of this clause (i), the following acquisitions shall not constitute
a Change of Control:  (1) any  acquisition  directly  from the Company,  (2) any
acquisition by the Company, (3) any acquisition by any employee benefit plan (or
related  trust)  sponsored  or  maintained  by the  Company  or any  corporation
controlled by the Company or (4) any acquisition by any corporation  pursuant to
a  transaction  which  complies  with  clauses  (1), (2) and (3) of clause (iii)
below; or (ii) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided,  however, that any individual becoming a director subsequent to
the date hereof whose  election,  or  nomination  for election by the  Company's
shareholders,  was  approved by a vote of at least a majority  of the  directors
then  comprising  the  Incumbent  Board  shall  be  considered  as  though  such
individual  were a  member  of the  Incumbent  Board,  but  excluding,  for this
purpose,  any such  individual  whose  initial  assumption of office occurs as a
result of an actual or threatened  election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or (iii) Consummation
of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Company (a "Business Combination"), in
each case, unless, following such Business Combination, (1) all or substantially
all  of  the   individuals   and  entities  who  were  the  beneficial   owners,
respectively,  of the Outstanding  Company Common Stock and Outstanding  Company
Voting Securities  immediately prior to such Business  Combination  beneficially
own,  directly  or  indirectly,  more  than  50%  of,  respectively,   the  then
outstanding  shares of common  stock and the  combined  voting power of the then
outstanding  voting  securities  entitled to vote  generally  in the election of
directors,  as the case may be, of the corporation  resulting from such Business
Combination (including,  without limitation,  a corporation which as a result of
such transaction  owns the Company or all or substantially  all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same  proportions  as  their  ownership,  immediately  prior  to  such  Business
Combination  of the  Outstanding  Company Common Stock and  Outstanding  Company
Voting Securities,  as the case may be, (2) no Person (excluding any corporation
resulting  from such  Business  Combination  or any  employee  benefit  plan (or
related trust) of the Company or such  corporation  resulting from such Business
Combination)  beneficially  owns,  directly  or  indirectly,  20%  or  more  of,
respectively,  the then  outstanding  shares of common stock of the  corporation
resulting  from such Business  Combination  or the combined  voting power of the
then outstanding voting securities of such corporation except to the extent that
such  ownership  existed  prior to the Business  Combination  and (3) at least a
majority of the members of the board of directors of the  corporation  resulting
from such Business  Combination  were members of the Incumbent Board at the time
of the  execution  of the  initial  agreement,  or of the  action of the  Board,
providing for such Business Combination; or (iv) approval by the stockholders of
the Company of a complete liquidation or dissolution of the Company.


<PAGE>











            (b)  In the  event  that  Ascent  adopts  any  "change  of  control"
provisions applicable to any Ascent benefits plans, respectively,  providing for
the accelerated vesting and/or payment of any benefits for its senior management
group,  solely to the extent that such provisions give Executive  greater rights
than those provided in paragraph (a) above,  such better  provisions shall apply
to the  Executive  to the same extent as other  Ascent  senior  executives  on a
favored  nations  basis with  respect to the  benefits  affected  by such Ascent
provisions, respectively.


<PAGE>











      8.    Non-Competition.


<PAGE>











            (a) As an inducement  for Ascent to enter into this  Agreement,  the
Executive  agrees  that for a period  commencing  as of the  Effective  Date and
running  through  the  earlier  of (i) the end of the  Employment  Period if the
Executive  remains employed by Ascent for the entire  Employment  Period or (ii)
one year  following  termination  of the  Executive's  employment  by Ascent for
"cause" as defined in Section 5(b) hereof,  or by the  Executive  for any reason
(other than an Executive  Election  Event,  in which case the provisions of this
paragraph  (a) shall not apply) (the  "Non-Competition  Period"),  the Executive
shall  not,  without  the  prior  written  consent  of  the  Board,   engage  or
participate,  directly or indirectly, as principal,  agent, employee,  employer,
consultant, stockholder, partner or in any other individual capacity whatsoever,
in the conduct or management of, or own any stock or any other equity investment
in or debt of, any business which is competitive with any business  conducted by
Ascent.


<PAGE>











            For the purpose of this Agreement, a business shall be considered to
be  competitive  with any business of Ascent only if such business is engaged in
providing  services or products (i) substantially  similar to (A) any service or
product  currently  provided by Ascent  during the  Employment  Period;  (B) any
service  or  product  which  directly  evolves  from or  directly  results  from
enhancements  in the ordinary  course during the  Non-Competition  Period to the
services  or  products  provided  by Ascent as of the date  hereof or during the
Employment  Period;  or (C) any future  service or product of Ascent as to which
the Executive  materially and  substantially  participated in the development or
enhancement,  and (ii) to customers,  distributors  or clients  served by Ascent
during the Non-Competition Period.


<PAGE>











            (b)  Non-Solicitation  of  Employees.   During  the  Non-Competition
Period,  the  Executive  will not (for his own benefit or for the benefit of any
person or entity  other  than  Ascent)  solicit,  or assist any person or entity
other than Ascent to  solicit,  any  officer,  director,  executive  or employee
(other than an  administrative  or clerical  employee) of Ascent to leave his or
her employment;  provided, that the foregoing prohibition shall not preclude the
Executive from hiring any such person who responds to a general  solicitation on
behalf of the  Executive or an entity with whom the  Executive is  associated at
such time.


<PAGE>











            (c) Reasonableness;  Interpretation.  The Executive acknowledges and
agrees,  solely for purposes of determining the enforceability of this Section 8
(and not for  purposes  of  determining  the amount of money  damages or for any
other  reason),  that  (i)  the  markets  served  by  Ascent  are  national  and
international  and are not  dependent  on the  geographic  location of executive
personnel or the  businesses by which they are employed;  (ii) the length of the
Non-Competition  Period is linked to the term of the  Employment  Period and the
severance  benefit  provided for in Section 5(a); and (iii) the above  covenants
are reasonable as an inducement to Ascent to enter into this Agreement,  and the
parties  expressly  agree  that  such  restrictions  have  been  designed  to be
reasonable and no greater than is required for the protection of Ascent.  In the
event that the  covenants in this Section 8 shall be  determined by any court of
competent  jurisdiction  in any  action to be  unenforceable  by reason of their
extending for too great a period of time or over too great a  geographical  area
or by reason of their being too  extensive in any other  respect,  they shall be
interpreted to extend only over the maximum period of time for which they may be
enforceable,  and/or over the maximum  geographical area as to which they may be
enforceable  and/or to the maximum extent in all other respects as to which they
may be enforceable, all as determined by such court in such action.


<PAGE>











            (d)  Investment.  Nothing  in this  Agreement  shall  be  deemed  to
prohibit  the  Executive   from  owning  equity  or  debt   investments  in  any
corporation,  partnership  or other  entity  which is  competitive  with Ascent,
provided that such  investments (i) are passive  investments and constitute five
percent (5%) or less of the outstanding  equity securities of such an entity the
equity securities of which are traded on a national securities exchange or other
public market, or (ii) are approved by the Board.


<PAGE>











      9. Indemnification;  Liability Insurance.  The Executive shall be entitled
to indemnification  and coverage under Ascent's  liability  insurance policy for
directors  and  officers to the same extent as other  directors  and officers of
Ascent.  During  and  after  the term of  employment,  Ascent  hereby  agrees to
indemnify and hold Executive harmless against any and all claims arising from or
in  connection  with his  employment  by or service to Ascent to the full extent
permitted  by law and,  in  connection  therewith,  to advance  the  expenses of
Executive  incurred in defending against such claims subject to such limitations
as may actually be required by law.


<PAGE>











      10. Enforcement. The Executive acknowledges that a breach of the covenants
or  provisions  contained  in Sections 3, 4 and 8 of this  Agreement  will cause
irreparable  damage to Ascent,  the exact  amount of which will be  difficult to
ascertain,  and that the remedies at law for any such breach will be inadequate.
Accordingly, the Executive agrees that if the Executive breaches or threatens to
breach any of the  covenants or  provisions  contained in Sections 3, 4 and 8 of
this Agreement, in addition to any other remedy which may be available at law or
in equity,  Ascent shall be entitled to seek specific performance and injunctive
relief.


<PAGE>











      11.   Arbitration.


<PAGE>











            (a) Subject to Ascent's right to enforce  Sections 3, 4 and 8 hereof
by an  injunction  issued by a court  having  jurisdiction  (which  right  shall
prevail  over and  supersede  the  provisions  of this  Section 11), any dispute
relating to this  Agreement,  including the  enforceability  of this Section 11,
arising  between the Executive and Ascent shall be settled by arbitration  which
shall be  conducted  in  Denver,  Colorado,  or any  other  location  where  the
Executive  then  resides at  Ascent's  request,  before a single  arbitrator  in
accordance  with the commercial  arbitration  rules of the American  Arbitration
Association ("AAA").  Within 90 days after the Effective Date, the parties shall
mutually agree upon three possible arbitrators, one of whom shall be selected by
the AAA within 2 days  after  notice of a dispute  to be  arbitrated  under this
Section 11. The parties  shall  instruct the  arbitrator  to use his or her best
efforts to conclude the  arbitration  within 60 days after notice of the dispute
to AAA.


<PAGE>











            (b) The award of any such arbitrator  shall be final.  Judgment upon
such award may be entered by the prevailing  party in any federal or state court
sitting in Denver,  Colorado  or any other  location  where the  Executive  then
resides at Ascent's request.


<PAGE>











            (c)  The  parties  will  bear  their  own  costs   associated   with
arbitration and will each pay one-half of the arbitration costs and fees of AAA;
however,  the arbitrator may in his sole discretion  determine that the costs of
the arbitration  proceedings,  including attorneys= fees, shall be paid entirely
by one party to the  arbitration  if the  arbitrator  determines  that the other
party is the prevailing party in such arbitration.


<PAGE>











      12.   Indemnification and Gross-up for Excise Taxes.

      (a) The Company hereby  indemnifies  the Executive and holds the Executive
harmless  from  and  against  any  and  all  liabilities,   costs  and  expenses
(including,  without  limitation,  reasonable  attorneys'  fees and  costs)  the
Executive may incur as a result of the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") or any similar  provision
of  state or  local  income  tax law  (the  "Excise  Tax"),  to the end that the
Executive  shall be placed in the same tax position with respect to all payments
under this Agreement and all other payments from the Company to the Executive in
the nature of compensation as the Executive would have been in if the Excise Tax
had never been enacted.  In  furtherance  of such  indemnification,  the Company
shall pay to the Executive a payment (the "Gross-Up  Payment") in an amount such
that,  after payment by the Executive of all taxes,  including  income taxes and
the Excise Tax imposed on the  Gross-Up  Payment and any  interest or  penalties
(other than interest and penalties imposed by reason of the Executive's  failure
to file timely tax returns or to pay taxes shown due on such returns and any tax
liability,  including interest and penalties, unrelated to the Excise Tax or the
Gross-Up  Amount),  the Executive  shall be placed in the same tax position with
respect to all payments  under this  Agreement  and all other  payments from the
Company to the Executive in the nature of  compensation  as the Executive  would
have been in if the  Excise Tax had never  been  enacted.  At such time or times
necessary  to  carry  out  the  purposes  of  this  Section  12 in  view  of the
withholding requirement of Section 4999(c)(1) of the Code, but in no event later
than December 31 of each year in which the Executive receives a payment from the
Company under this Agreement or in the nature of compensation, the Company shall
pay to the Executive one or more Gross-Up  Payments for all payments  under this
Agreement and any other payments in the nature of compensation which the Company
determines are "excess parachute  payments" under Section 280G(b)(1) of the Code
("Excess  Parachute  Payments").  If,  through a  determination  of the Internal
Revenue Service or any state or local taxing  authority (a "Taxing  Authority"),
or a judgment of any court, the Executive becomes liable for an amount of Excise
Tax not  covered by the  Gross-Up  Payment  payable  pursuant  to the  preceding
sentence,  the Company shall pay the Executive an additional Gross-up Payment to
make the Executive  whole for such  additional  Excise Tax;  provided,  however,
that,  pursuant to Section  12, the Company  shall have the right to require the
Executive to protest, contest, or appeal any such determination or judgment. For
purposes  of this  Section  12, any amount  which the  Company  is  required  to
withhold under Sections 3402 or 4999 of the Code or under any other provision of
law shall be deemed to have been paid to the Executive.

      (b) Upon payment to the Executive of a Gross-Up Payment, the Company shall
provide the Executive with a written statement showing the Company's computation
of such  Gross-Up  Payment and the Excess  Parachute  Payments and Excise Tax to
which it relates, and setting forth the Company's determination of the amount of
gross income the Executive is required to recognize as a result of such payments
and the Executive's  liability for the Excise Tax. The Executive shall cause the
Executive's federal, state, and local income tax returns for the period in which
the  Executive  receives  such  Gross-Up  Payment  to be  prepared  and filed in
accordance  with such  statement,  and upon such  filing,  the  Executive  shall
certify in writing to the Company  that such  returns  have been so prepared and
filed. At the Executive's  request,  the Company shall furnish to the Executive,
at no cost to the Executive,  assistance in preparing the  Executive's  federal,
state,  and local  income  tax  returns  for the  period in which the  Executive
receives   such   Gross-Up   Payment   in   accordance   with  such   statement.
Notwithstanding  the  provisions  of Section  12(a),  the  Company  shall not be
obligated to indemnify the Executive from and against any tax liability, cost or
expense  (including,  without  limitation,  any  liability for the Excise Tax or
attorney's  fees or costs) to the extent such tax liability,  cost or expense is
attributable  to the  Executive's  failure to comply with the  provisions of the
Section 12(b).

      (c) If any controversy arises between the Executive and a Taxing Authority
with respect to the  treatment on any return of the Gross-Up  Amount,  or of any
payment the Executive  receives from the Company as an Excess Parachute Payment,
or with respect to any return which a Taxing  Authority  asserts  should show an
Excess Parachute Payment,  including,  without limitation, any audit, protest to
an appeals authority of a Taxing Authority or litigation (a "Controversy"),  the
Company shall have the right,  solely with respect to a  Controversy,  to direct
the  Executive  to protest or contest any  proposed  adjustment  or  deficiency,
initiate an appeals procedure with any Taxing  Authority,  commence any judicial
proceeding,  make any settlement  agreement,  or file a claim for refund of tax,
and the  Executive  shall not take any of such steps  without the prior  written
approval  of  the  Company.  If the  Company  elects,  the  Executive  shall  be
represented  in any  Controversy by attorneys,  accountants,  and other advisors
selected by the Company,  and the Company shall pay the fees, costs and expenses
of such attorneys, accountants, or advisors, and any tax liability the Executive
may incur as a result of such payment.  The Executive  shall promptly notify the
Company of any communication  with a Taxing  Authority,  and the Executive shall
promptly furnish to the Company copies of any written  correspondence,  notices,
or documents  received from a Taxing  Authority  relating to a Controversy.  The
Executive  shall  cooperate  fully  with  the  Company  in the  handling  of any
Controversy  by  furnishing  to the Company  any  information  or  documentation
relating  to or  bearing  upon  the  Controversy;  provided,  however,  that the
Executive shall not be obligated to furnish to the Company copies of any portion
of the  Executive's tax returns which do not bear upon, and are not affected by,
the Controversy.

      (d) The  Executive  shall pay over to the  Company,  within  ten (10) days
after the Executive's  receipt thereof,  any refund the Executive  receives from
any Taxing Authority of all or any portion of the Gross-Up Payment or the Excise
Tax,  together  with any  interest  the  Executive  receives  from  such  Taxing
Authority on such refund. For purposes of this Section 12(d), a reduction in the
Executive's tax liability  attributable to the previous  payment of the Gross-Up
Amount or the Excise Tax shall be deemed to be a refund.  If the Executive would
have  received  a refund of all or any  portion of the  Gross-Up  Payment or the
Excise  Tax,  except the a Taxing  Authority  offset  the amount of such  refund
against other tax liabilities,  interest, or penalties,  the Executive shall pay
the  amount of such  offset  over to the  Company  together  with the  amount of
interest the Executive  would have  received  from the Taxing  Authority if such
offset had been an actual  refund,  within ten (10) days after receipt of notice
from the Taxing Authority of such offset.



<PAGE>





      13. Severability.  Should any provision of this Agreement be determined to
be  unenforceable  or prohibited by any applicable  law, such provision shall be
ineffective to the extent, and only to the extent, of such  unenforceability  or
prohibition  without  invalidating  the balance of such  provision  or any other
provision of this Agreement, and any such unenforceability or prohibition in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.


<PAGE>











      14.  Assignment.   The  Executive's  rights  and  obligations  under  this
Agreement  shall  not  be  assignable  by the  Executive.  Ascent's  rights  and
obligations  under this  Agreement  shall not be  assignable by Ascent except as
incident to the transfer, by merger or otherwise, of all or substantially all of
the  business  of Ascent.  In the event of any such  assignment  by Ascent,  all
rights of Ascent hereunder shall inure to the benefit of the assignee.


<PAGE>











      15. Notices.  All notices and other  communications  which are required or
may be given  under this  Agreement  shall be in writing  and shall be deemed to
have been duly given when received if personally delivered;  when transmitted if
transmitted by telecopy,  electronic or digital  transmission  method,  provided
that in such case it shall also be sent by certified or registered mail,  return
receipt requested;  the day after it is sent, if sent for next day delivery to a
domestic  address  by  recognized  overnight  delivery  service  (e.g.,  Federal
Express);  and upon  receipt,  if sent by certified or registered  mail,  return
receipt requested. Unless otherwise changed by notice, in each case notice shall
be sent to:


<PAGE>











            If to Executive, addressed to:


<PAGE>











                  Charles Lyons


<PAGE>





                  4681 W. Hanoverian Way


<PAGE>





                  Littleton, Colorado 80123


<PAGE>











            With a copy to:


<PAGE>





                  Irell & Manella


<PAGE>





                  Suite 900


<PAGE>





                  1800 Avenue of the Stars


<PAGE>





                  Los Angeles, California  90067


<PAGE>





                  Attention:  Ed Zeldow, Esq.


<PAGE>





                  Telecopier No.:  (310) 203-7199



<PAGE>





            If to Ascent, addressed to:


<PAGE>











                  Ascent Entertainment Group, Inc.


<PAGE>





                  1200 Seventeenth Street


<PAGE>





                  Denver, Colorado 80202


<PAGE>





                  Attention: James A. Cronin, III


<PAGE>





                  Telecopier No. (303) 595-0823


<PAGE>











            With a copy to:



<PAGE>





                  Ascent Entertainment Group


<PAGE>





                  1200 Seventeenth Street


<PAGE>





                  Denver, Colorado 80202


<PAGE>





                  Attention: Arthur M. Aaron


<PAGE>





                  Telecopier No. (303) 595-0127


<PAGE>











      16. Miscellaneous.  This Agreement  constitutes the entire agreement,  and
supersedes all prior  agreements,  of the parties hereto relating to the subject
matter hereof, and there are no written or oral terms or representations made by
either  party  other than those  contained  herein.  No  amendment,  supplement,
modification  or waiver of this Agreement  shall be binding  unless  executed in
writing  by  the  party  to be  bound  thereby.  The  validity,  interpretation,
performance  and  enforcement of the Agreement  shall be governed by the laws of
the State of Colorado.  The headings contained herein are for reference purposes
only and shall not in any way affect the


<PAGE>





      meaning or interpretation of this Agreement.


<PAGE>














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


<PAGE>

















                          /s/   Charles Lyons


<PAGE>





                            Charles Lyons, Executive



<PAGE>





                        ASCENT ENTERTAINMENT GROUP, INC.


<PAGE>

















                         By:    Charles Neinas


<PAGE>





                         Title: Chairman, Compensation Committee



<PAGE>








                                                                    EXHIBIT 10.2


                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT


<PAGE>











      This AMENDED AND RESTATED  AGREEMENT  made as of June 3, 1996, and amended
as of June 27, 1997, by and between Ascent Entertainment Group, Inc., a Delaware
corporation  ("Ascent"),  a Delaware  corporation,  and James A. Cronin,  III, a
resident of the State of Colorado(the "Executive").


<PAGE>











            WHEREAS,  Ascent  desires to employ the Executive as Executive  Vice
President,  Chief Financial Officer and Chief Operating  Officer of Ascent,  and
the Executive desires to accept such employment, on the terms and conditions set
forth herein;


<PAGE>











            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
agreements made herein, and intending to be legally bound hereby, Ascent and the
Executive agree as follows:


<PAGE>











            1.    Employment; Duties.


<PAGE>











                  (a) Employment and Employment Period.  Ascent shall employ the
Executive  pursuant to this  Agreement  for a period (the  "Employment  Period")
commencing on June 27, 1997(the "Effective Date") and continuing  thereafter for
a term of five years until June 27, 2002 to serve as Executive  Vice  President,
Chief Financial  Officer and Chief Operating  Officer of Ascent or its successor
entity unless terminated in accordance with the provisions of this Agreement. In
the event that Ascent desires to extend the employment of the Executive, it must
give written  notice of such desire by the third  anniversary  of the  Effective
Date,  and  after  such  notice  the  parties  shall  enter  into  an  exclusive
negotiation period of not less than six months, unless otherwise mutually agreed
upon by the parties in writing.  Each 12 month period ending on the  anniversary
date of the  Effective  Date is  sometimes  referred to herein as a "year of the
Employment Period."


<PAGE>











                  (b) Offices,  Duties and  Responsibilities.  Effective on June
27, 1997,  Executive shall be elected Executive Vice President,  Chief Financial
Officer  and Chief  Operating  Officer of Ascent.  The  Executive  shall  report
directly and solely to the Chief Executive Officer and the Board of Directors of
Ascent (the "Board");  provided that so long as Charlie Lyons is Chief Executive
Officer and/or  Chairman of the Board,  the Executive shall report solely to Mr.
Lyons and the Board.  Throughout the Employment  Period,  Ascent shall cause the
Executive to be a member of the Board. The Executive's  offices shall be located
at Ascent's headquarters,  which are presently located in Denver,  Colorado. The
Executive  shall  have all  duties and  authority  customarily  accorded a chief
operating officer,  including,  without limitation, the lead responsibility with
full autonomy, subject to the customary authority and direction of the Board and
the Chief Executive  Officer,  to direct and develop the operating  capabilities
and  performance  of  Ascent.  The  Executive  shall be a member  of any  senior
executive or management  committees  which are not committees of the Board which
may be established  from time to time by the Board.  The Executive  shall not be
required to perform services other than those  comparable in scope,  dignity and
stature to those  customarily  performed by chief  operating  officers and chief
financial officers of companies similar to Ascent.


<PAGE>











                  (c)  Devotion to Interests  of Ascent.  During the  Employment
Period,  the  Executive  shall  render  his  business  services  solely  in  the
performance of his duties hereunder. The Executive shall use his best efforts to
promote the interests and welfare of Ascent.  Notwithstanding the foregoing, the
Executive  shall  be  entitled  to  undertake  such  outside  activities  (e.g.,
charitable,  educational, personal interests, board of directors membership, and
so forth,  that do not  compete  with the  business of Ascent as it exist on the
Effective  Date  or  do  not  unreasonably  or  materially  interfere  with  the
performance  of his duties  hereunder as  reasonably  determined by the Board in
consultation with the Executive.


<PAGE>











            2.    Compensation and Fringe Benefits.


<PAGE>











                  (a)   Base Compensation.  Ascent shall pay the


<PAGE>





      Executive a base salary  ("Base  Salary") at the rate of $400,000 per year
during the Employment  Period with payments made in  installments  in accordance
with Ascent's regular practice for compensating  executive  personnel,  provided
that in no event  shall such  payments  be made less  frequently  than twice per
month.  The Base Salary for the Executive  shall be reviewed for increases  each
year during the Employment  Period  commencing the second year of the Employment
Period.  Any Base  Salary  increases  shall be approved by the Board in its sole
discretion.


<PAGE>











                  (b) Bonus  Compensation.  The  Executive  will be  eligible to
receive bonuses ("Annual Bonus") during the Employment Period in accordance with
the  following  parameters:  (i) the  target  bonus  for each  year  during  the
Employment  Period shall be 75% of Base Salary for achieving  100% of the target
level for the  performance  measures;  and (ii) the  performance  measures,  the
relative weight to be accorded each performance  measure and the amount of bonus
payable in relation to the target bonus for achieving  more or less than 100% of
the target level for the performance  measures shall be determined for each year
during the Employment  Period by the Compensation  Committee after  consultation
with  the  Executive.  As part of the  consultation  process  set  forth  in the
preceding sentence,  the Executive shall assist Ascent's Chief Executive Officer
in preparing,  before the end of each fiscal year ending  during the  Employment
Period,  a business plan for Ascent with respect to at least the following three
year period. The Board shall consider and approve such plans on an annual basis,
subject to such  modifications as are otherwise  consistent with this Agreement,
and each fiscal year the current plan shall be  considered  by the  Compensation
Committee as the basis for  establishing  the bonus standards for such year with
such  reasonable  modifications  as the  Compensation  Committee may  reasonably
determine and which are consistent with this Agreement. During the final partial
fiscal year of the  Employment  Period,  the Annual  Bonus shall be based on the
standards set by the  Compensation  Committee for that fiscal year and pro rated
for the period during which the Executive is employed.


<PAGE>











                  (c) Fringe  Benefits.  The Executive also shall be entitled to
participate in group health,  dental and disability insurance programs,  and any
group profit  sharing,  deferred  compensation,  supplemental  life insurance or
other  benefit  plans as are  generally  made  available by Ascent to the senior
executives  of  Ascent on a  favored  nations  basis,  which  benefits  shall be
comparable,  in the aggregate, to the benefits available to senior executives of
similarly situated companies in the entertainment  industry. Such benefits shall
include   reimbursement  of  (i)  documented  expenses  reasonably  incurred  in
connection  with  travel and  entertainment  related to  Ascent's  business  and
affairs, (ii) Executive's reasonable legal fees and costs incurred in connection
with the drafting,  negotiation and execution of this  Agreement;  provided that
such fees and costs shall not exceed $5,000,  and (iii) a monthly payment for or
reimbursement of automobile and other transportation  related expenses of $1,100
per  month.  All  benefits  described  in the  foregoing  (i) and (ii)  that are
reportable  as earned  or  unearned  income  will be  "grossed  up" by Ascent in
connection  with federal and state tax  obligations  to provide  Executive  with
appropriate net tax coverage so that the benefits received by the Executive from
the foregoing  clauses (i) and (ii) shall be net of income and employment  taxes
thereon.  Ascent reserves the right to modify or terminate from time to time the
fringe  benefits  provided to the senior  management  group,  provided  that the
fringe benefits provided to the Executive shall not be materially  reduced on an
overall basis during the Employment Period.


<PAGE>





                  (d)  Stock  Appreciation  Rights.   Ascent  hereby  grants  to
Executive  as  of  the  Effective  Date  stock  appreciation   rights  ("SARs"),
exercisable  only for cash,  with respect to 297,500  shares of Ascent's  common
stock,  par value $0.01 per share,  each such SAR  exercisable  at the per-share
price equal to the  average of the high and low sale prices of the Common  Stock
on the five trading days  commencing  on the  Distribution  Date (the  "Exercise
Price").  The SARs shall be exercisable by Executive  according to the following
schedule:


<PAGE>











                  (i)   10% of the SARs on or after June 27, 1997;


<PAGE>











                  (ii) 15% of the SARs on or after June 3, 1998;


<PAGE>











                  (iii)25% of the SARs on or after June 3, 1999;


<PAGE>











                  (iv)  25% of the SARs on or after June 3, 2000;


<PAGE>











                  (v) 25% of the SARs on or after June 3, 2001.  Notwithstanding
the foregoing,  100% of the SARs shall  immediately vest and become  immediately
exercisable, without any further action by the Executive, upon the occurrence of
any  "Change of Control  Event" as defined in Section  7(a)  below,  or upon the
occurrence  of any event that  results in Ascent=s  Common Stock no longer being
traded on any of the New York Stock Exchange,  American Stock Exchange or NASDAQ
National  Market  System  (including,  without  limitation,  as a result  of any
so-called  Agoing  private@  transaction  with  Ascent).   Such  SARs  shall  be
represented by a SAR agreement containing  appropriate terms consistent with the
provisions of this Agreement.  The SARs, to the extent they remain  unexercised,
shall  automatically  and  without  further  notice  terminate  and become of no
further  force and effect only at the time of the  earliest of the  following to
occur:


<PAGE>






                        (x)   Three months after the date upon which a
termination for cause by Ascent (as provided in Section 5(b)) shall have
become effective and final; or


<PAGE>






                        (y)   December 18, 2005.


<PAGE>











      In  the   event   of  any   stock   split,   stock   dividend,   spin-off,
reclassification,    recapitalization,   merger,   consolidation,   subdivision,
combination  or other change which  affects the  character or amount of Ascent's
common  stock  after  the  Effective  Date  and  prior  to the  exercise  and/or
expiration  of all of the SARs,  the  number  and  exercise  price of and/or the
formula for determining the value of such unissued or unexercised  SARs shall be
adjusted  in  order  to  make  such  SARs , as  nearly  as  may be  practicable,
equivalent  in nature  and value to the SARs that would  have  existed  had such
change not taken place.  In addition,  if Ascent adopts a stock-based  incentive
plan that in Executive's  sole judgment  provides for any term(s) more favorable
to the grantee than any term(s) set forth above,  Executive  will be entitled to
the benefit of such more favorable  term(s) with respect to the SARs, other than
with respect to the vesting schedule  thereof,  but in no event will any term(s)
applicable  to the SARs be less  favorable  to  Executive  than  those set forth
above.


<PAGE>











      During the Employment  Period,  the Executive shall be granted  additional
stock-based  incentives as determined by the Compensation  Committee in its sole
discretion. Notwithstanding any other provision of this Agreement except Section
5(b),  the  Compensation  Committee  may  in its  discretion  provide  that  any
stock-based  incentives  granted to the Executive which have not vested prior to
his  termination of employment  shall continue to vest in accordance  with their
original terms as if the Executive's employment had not terminated.


<PAGE>











                  (e)  Consulting  Compensation.   If  the  Executive  is  still
employed by Ascent on the date preceding the fifth  anniversary of the Effective
Date,  and if by such date the  Executive and Ascent have not executed a written
agreement for an additional term of employment, then the Employment Period shall
expire and, in addition to and without  limitation of any rights of either party
under this  Agreement  or  otherwise,  Ascent  shall  retain the  Executive as a
non-exclusive  consultant  and, as  compensation  for such  consulting  services
(which  shall  be of a  type  and  scope  that  would  not  interfere  with  the
Executive's  rendering  for a  third  party  the  type of  full-time,  exclusive
services  rendered by the  Executive for the Company  hereunder),  shall pay the
Executive an amount equal to one hundred percent (100%) of his then current Base
Salary  for an  additional  period of  eighteen  (18)  months  (the  "Consulting
Period"),  and during the  Consulting  Period the  Executive  shall  continue to
receive  Fringe  Benefits  (as defined  below),  and to vest in any  stock-based
incentives  previously awarded to the Executive,  but the Executive shall not be
entitled to receive any Base Salary  increases,  bonuses,  or further  awards of
stock-based  incentives.  Without  limiting any of the Executive's  other rights
under this Agreement or otherwise,  if the Executive is still employed by Ascent
on the  date  preceding  the  fifth  anniversary  of the  Effective  Date and is
retained as a consultant  and is entitled to the  compensation  and benefits set
forth in the immediately preceding sentence, then such compensation and benefits
shall constitute the Executive's sole compensation resulting from the expiration
of this  Agreement,  and the  Executive  waives  any  claims  to any  additional
compensation other than as a result of Ascent's breach of this Agreement.


<PAGE>











                  (f)  Conflicting  Provisions.  Solely  to  the  extent  of any
conflict  between the  provisions of this  Agreement  and the  provisions of any
agreement  between  Executive,  on the one hand,  and  Ascent  and/or any of its
affiliated  or related  entities,  on the other hand,  relating to stock options
(including  the SARs),  life  insurance,  health  insurance,  any other employee
equity  participation,  profit sharing or retirement  plan, group health plan or
other employee benefits (individually and collectively referred to herein as the
"Fringe Benefits"), the provisions of this Agreement will control.


<PAGE>











                  (g)   Financial Planning.  The Executive shall be
entitled to receive financial counseling and planning services provided by
Ascent at an annual cost to be approved by the Compensation Committee.


<PAGE>











                  (h)  Compensation  Review.  The  Compensation  Committee shall
conduct  a review  of the  total  compensation  payable  under  this  Agreement,
including salary, bonus opportunities and Fringe Benefits, based on such factors
and considerations as the Committee deems reasonable and appropriate in its sole
discretion,  and the parties  agree to  negotiate  in good faith an amendment to
this  Agreement  reflecting  the  results  of such  compensation  review,  which
amendment  shall not be in the aggregate  less  favorable to the Executive  than
currently provided in this Agreement.
            3.    Trade Secrets; Return of Documents and Property.


<PAGE>











                  (a)  Executive  acknowledges  that  during  the  course of his
employment he will receive  secret,  confidential  and  proprietary  information
("Trade  Secrets")  of Ascent  and of other  companies  with which  Ascent  does
business  on a  confidential  basis and that  Executive  will create and develop
Trade Secrets for the benefit of Ascent.  Trade Secrets shall  include,  without
limitation,  (i)  literary,  dramatic  or  other  works,  screenplays,  stories,
adaptations,  scripts,  treatments,  formats,  "bibles," scenarios,  characters,
titles  of any  kind  and any  rights  therein,  custom  databases,  "know-how,"
formulae, secret processes or machines, inventions, computer programs (including
documentation of such programs)  (collectively,  "Technical Trade Secrets"), and
(ii)  matters  of a  business  nature,  such as  customer  data and  proprietary
information about costs,  profits,  markets and sales,  customer databases,  and
other information of a similar nature to the extent not available to the public,
and plans for future development  (collectively,  "Business Trade Secrets"). All
Trade  Secrets  disclosed to or created by  Executive  shall be deemed to be the
exclusive   property  of  Ascent  (as  the  context  may   require).   Executive
acknowledges  that Trade Secrets have  economic  value to Ascent due to the fact
that Trade Secrets are not  generally  known to the public or the trade and that
the  unauthorized use or disclosure of Trade Secrets is likely to be detrimental
to the interests of Ascent and its subsidiaries.  Executive  therefore agrees to
hold in strict  confidence  and not to  disclose  to any  third  party any Trade
Secret  acquired or created or developed  by  Executive  during the term of this
Agreement  except (i) when  Executive  is required to use or disclose  any Trade
Secret in the proper course of the  Executive's  rendition of services to Ascent
hereunder,  (ii) when such Trade  Secret  becomes  public  knowledge  other than
through a breach of this  Agreement,  or (iii) when  Executive  is  required  to
disclose  any  Trade  Secret  pursuant  to any  valid  court  order in which the
Executive is compelled to disclose such Trade Secret. The Executive shall notify
Ascent  immediately of any such court order in order to enable Ascent to contest
such order's  validity.  For a period of two (2) years after  termination of the
Employment  Period for all Business  Trade  Secrets and for a period of five (5)
years  after  termination  of the  Employment  Period  for all  Technical  Trade
Secrets,  the Executive shall not use or otherwise disclose Trade Secrets unless
such  information  (x) becomes  public  knowledge or is  generally  known in the
entertainment  or sports industry among  executives  comparable to the Executive
other than through a breach of this Agreement, (y) is disclosed to the Executive
by a third party who is entitled to receive and disclose such Trade  Secret,  or
(z) is required to be disclosed pursuant to any valid court order, in which case
the Executive  shall notify Ascent  immediately of any such court order in order
to enable Ascent to contest such order's validity.


<PAGE>











                  (b) Upon the effective  date of notice of the  Executive's  or
Ascent's  election to terminate this Agreement,  or at any time upon the request
of  Ascent,  the  Executive  (or his heirs or  personal  representatives)  shall
deliver  to Ascent (i) all  documents  and  materials  containing  or  otherwise
relating to Trade Secrets or other information relating to Ascent's business and
affairs,  and (ii) all  documents,  materials  and other  property  belonging to
Ascent,  which in either case are in the  possession or under the control of the
Executive (or his heirs or personal  representatives).  The  Executive  shall be
entitled to keep his personal records relating to Ascent's  business and affairs
except to the extent those  contain  documents or materials  described in clause
(i) or (ii) of the preceding sentence, in which case Executive may retain copies
for his personal and confidential use.


<PAGE>











            4.  Discoveries  and  Works.  All  discoveries  and  works  made  or
conceived by the  Executive  during his  employment  by Ascent  pursuant to this
Agreement,   jointly  or  with  others,   that  relate  to  Ascent's  activities
("Discoveries and Works") shall be owned by Ascent.  Discoveries and Works shall
include,  without limitation,  literary,  dramatic or other works,  screenplays,
stories,  adaptations,   scripts,  treatments,   formats,  "bibles,"  scenarios,
characters,  titles  of  any  kind  and  any  rights  therein,  other  works  of
authorship,  inventions,  computer  programs  (including  documentation  of such
programs),  technical improvements,  processes and drawings. The Executive shall
(i)  promptly  notify,  make full  disclosure  to, and  execute  and deliver any
documents  reasonably requested by, Ascent to evidence or better assure title to
such  Discoveries  and Works in  Ascent,  (ii)  assist  Ascent in  obtaining  or
maintaining for itself at its own expense United States and foreign  copyrights,
trade secret  protection or other protection of any and all such Discoveries and
Works,  and (iii) promptly  execute,  whether during his employment by Ascent or
thereafter,  all applications or other endorsements  necessary or appropriate to
maintain  copyright  and other  rights for Ascent  and to  protect  their  title
thereto.   Any  Discoveries  and  Works  which,  within  sixty  days  after  the
termination  of the  Executive's  employment  by  Ascent,  are made,  disclosed,
reduced to a tangible or written form or description, or are reduced to practice
by the Executive and which pertain to work performed by the Executive while with
Ascent shall,  as between the Executive and Ascent be presumed to have been made
during the Executive's employment by Ascent.


<PAGE>











            5.    Termination.  This Agreement shall remain in effect
during the Employment Period, and this Agreement and Executive's employment
with Ascent may be terminated only as follows:


<PAGE>











                  (a) By the  Executive  (an  "Executive  Election") at any time
upon  sixty  (60) days  advance  written  notice to  Ascent  upon an  "Executive
Election  Event"  (as  defined  below).  In  such  event  or if the  Executive's
employment is terminated by Ascent  without  "cause" (as defined  below),  there
will be no  forfeiture,  penalty,  reduction  or other  adverse  effect upon any
rights  or  interests  relating  to  any  Fringe  Benefits,  including,  without
limitation,  the SARs and any other  stock-based  incentives,  all of which will
fully  vest,  to  the  extent  not  previously  vested,  immediately  upon  such
termination becoming effective and final. Without limiting the foregoing, in the
event of an Executive  Election or if the  Executive's  employment is terminated
without  "cause,"  the  Executive  shall be entitled  to receive  the  following
benefits through the longer of (a) the remainder of the Employment  Period as if
this Agreement had remained in effect until the end of such four-year Employment
Period and (B) three years following the date of such termination (the "Duration
Period"):  (i) his then  current  Base  Salary;  (ii) an Annual  Bonus  equal to
seventy-five  percent (75%) of his then current Base Salary; and (iii) all other
benefits provided pursuant to Sections 2(c), (d) and (e) of this Agreement.  The
Executive shall have no obligation to seek other  employment in the event of his
termination pursuant to this paragraph (a), and there shall be no offset against
amounts due the Executive  under this  Agreement on account of any  remuneration
attributable to any subsequent  employment that he may obtain. Ascent shall have
the option at any time during the Duration  Period to pay to the  Executive in a
lump sum the amounts remaining under clauses (i) and (ii) of this paragraph (a).
If Ascent  exercises  such  option,  Ascent  shall have no further  compensation
payment  obligations  under clauses (i) and (ii) above.  Upon any termination of
the  Executive's  employment  under this Section 5(a),  Ascent shall establish a
"rabbi"  trust,  i.e.,  a trust  for  the  benefit  of the  Executive  which  is
irrevocable  by Ascent,  but whose assets will be available to Ascent's  general
creditors  upon  Ascent's  insolvency,  with  terms  and  provisions  reasonably
acceptable to the Executive,  and shall contribute to such trust an amount equal
to the sum of all  payments  to be  made  to the  Executive  by  reason  of such
termination of employment,  including, but not limited to, the amounts set forth
in Sections  5(a)(i),  (ii) and (iii),  and the amount which the Executive would
receive if he exercised all of his SARs and  stock-based  incentives on the date
of his  termination  of  employment.  Ascent shall at all times remain liable to
carry out its  obligations  under this  Agreement,  but such  obligations may be
satisfied with the assets of such trust distributed pursuant to the terms of the
trust, and any such  distribution  shall reduce Ascent's  obligations under this
Agreement.  In all  circumstances of termination under this Section 5(a), Ascent
shall   remain    obligated    under   clause   (iii)   and   all    stock-based
incentives(including  the SARs) will remain  exercisable  for the maximum period
provided in each applicable grant.


<PAGE>











            An "Executive Election Event" shall be any of the following: (I) any
substantial  reduction  (except  in  connection  with  the  termination  of  his
employment  voluntarily  by the  Executive  or by Ascent for  "cause" as defined
below) by Ascent,  without  the  Executive's  express  written  consent,  of his
responsibilities as Executive Vice President,  Chief Financial Officer and Chief
Operating  Officer of Ascent;  (II) any change in the  reporting  structure  set
forth in Section 1(b) above;  (III) any reduction in Executive's title such that
he is no longer the chief operating officer nor chief financial officer , or the
functional  equivalent thereof;  (IV) a "Change of Control Event" (as defined in
Section 7(a) below);  provided  that in such event,  the amounts  payable to the
Executive  under this Section 5(a) will be  contributed  to the "rabbi" trust as
provided  above no later than one day  before  such  change of  control  becomes
effective,  whether or not the Executive has given notice of termination at such
time, and payable to the Executive in a lump sum upon the  effectiveness  of his
termination  as a result of a Change in Control  Event;  (V) any other  material
default of this Agreement  which  continues for ten (10) business days following
Ascent's  receipt of written notice from the Executive  specifying the manner in
which  Ascent  is in  default  of this  Agreement;  (VI) the  Board=s  requiring
Executive to be based at any office location other than the principal offices of
Ascent,  or the  relocation,  without  Executive=s  consent,  of such  principal
offices  to a  location  outside  the  greater  Denver  area prior to the second
anniversary  of the  Effective  Date;  or (VII)  any  purported  termination  of
Executive=s employment otherwise than as expressly permitted by the Agreement.


<PAGE>











                        (b)   By Ascent at any time for "cause."  For
purposes  of  this  Agreement,  Ascent  shall  have  "cause"  to  terminate  the
Executive's  employment  hereunder upon (i) the continued and deliberate failure
of the  Executive  to perform his  material  duties,  in a manner  substantially
consistent with the manner reasonably  prescribed by the Board and in accordance
with the terms of this Agreement (other than any such failure resulting from his
incapacity due to physical or mental illness),  which failure  continues for ten
(10) business days following the Executive's  receipt of written notice from the
Board  specifying the manner in which the Executive is in default of his duties,
(ii) the engaging by the Executive in  intentional  serious  misconduct  that is
materially  and  demonstrably  injurious  to  Ascent  or its  reputation,  which
misconduct,  if it is  reasonably  capable of being  cured,  is not cured by the
Executive  within ten (10) business days  following the  Executive's  receipt of
written notice from the Board  specifying the serious  misconduct  engaged in by
the Executive, (iii) the conviction,  which is not subject to further appeal, of
the  Executive  of  commission  of a  felony,  whether  or not such  felony  was
committed in connection with Ascent's  business,  or (iv) any material breach by
the Executive of Section 8 hereof.  If Ascent shall  terminate  the  Executive's
employment for "cause," there will be no forfeiture, penalty, reduction or other
adverse  effect  upon any  vested  rights or  interests  relating  to any Fringe
Benefits.  In such  event,  Ascent,  in  full  satisfaction  of all of  Ascent's
obligations  under  this  Agreement  and in respect  of the  termination  of the
Executive's  employment with Ascent,  shall pay the Executive his Base Salary, a
prorated  Annual Bonus and all other  compensation,  benefits and  reimbursement
through the date of  termination of his  employment,  provided that the SARs and
any other stock options  granted to the Executive under the Ascent option or any
successor plan shall terminate three months after the date of termination of his
employment for "cause".


<PAGE>





                  6.    Disability; Death.


<PAGE>











                        (a)   If, prior to the expiration or termination of
the Employment  Period,  the Executive shall be unable to perform  substantially
his  duties by reason of  disability  or  impairment  of health for at least six
consecutive  calendar  months,  Ascent  shall have the right to  terminate  this
Agreement  by giving  sixty (60) days  written  notice to the  Executive to that
effect,  but  only if at the  time  such  notice  is given  such  disability  or
impairment is still  continuing.  Following the expiration of the notice period,
the Employment Period shall terminate,  and Ascent's payment  obligations to the
Executive  under  Section 2(a) and (b) shall  terminate  with the payment of the
Executive's Base Salary for the month in which the Employment  Period terminates
and a prorated Annual Bonus through such month, and there will be no forfeiture,
penalty,  reduction or other adverse  effect upon any vested rights or interests
relating  to any Fringe  Benefits;  provided  that the SARs and any other  stock
options  granted to the Executive  under the Ascent option plan or any successor
plan shall  become fully vested and shall  terminate  in  accordance  with their
terms,   but  in  no  event  less  than  one  year   after   such   termination,
notwithstanding the limitations of Section 2(e) of this Agreement.  In the event
of a dispute as to whether the Executive is disabled  within the meaning of this
paragraph  (a), or the  duration of any  disability,  either party may request a
medical examination of the Executive by a doctor appointed by the Chief of Staff
of a hospital selected by mutual agreement of the parties, or as the parties may
otherwise  agree,  and the  written  medical  opinion  of such  doctor  shall be
conclusive  and binding upon the parties as to whether the  Executive has become
disabled and the date when such disability  arose.  The cost of any such medical
examinations shall be borne by Ascent.


<PAGE>











            (b) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive shall die, Ascent shall pay to the Executive's estate his
Base Salary and a prorated  Annual  Bonus  through the end of the month in which
the  Executive's  death  occurred,  at which time the  Employment  Period  shall
terminate  without  further  notice  and there will be no  forfeiture,  penalty,
reduction or other adverse  effect upon any vested rights or interests  relating
to any  Fringe  Benefits;  provided  that the SARs and any other  stock  options
granted to the  Executive  under the Ascent  option plan or any  successor  plan
shall  become  fully  vested  and  shall  terminate  one year  after the date of
termination  of  the  Executive's  employment  for  death,  notwithstanding  the
limitations of Section 2(e) of this Agreement.


<PAGE>











            (c) Nothing  contained  in this  Section 6 shall impair or otherwise
affect any rights and interests of the Executive under any compensation  plan or
arrangement of Ascent which may be adopted by the Board.
      7.    Change of Control.


<PAGE>











(a) If, prior to the termination of the Employment Period, there is a "Change of
Control Event" (as  hereinafter  defined in this  paragraph  (a)), the Executive
shall have the right to  exercise  his  Executive  Election in  accordance  with
Section  5(a) by giving  notice  either  prior to such  Change of Control  Event
becoming effective or up to 180 days following such Change of Control Event, but
termination  pursuant to such notice  shall not take effect in  accordance  with
Section 5(a)(IV) in any event prior to 120 days following such Change of Control
Event, provided, however, payment to the Executive shall be made as set forth in
Section  5(a)(IV).  The  expiration of such 180-day  period shall not affect the
Executive's  right to give notice  under  Section 5(a) with respect to any other
Executive  Election  Event.  A "Change of Control  Event" shall mean and include
either the occurrence of any of the following with respect to Ascent,  or any of
the following  becoming  highly  likely to occur,  in the  determination  of the
Board:  (i) the  acquisition  by any  individual,  entity or group  (within  the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act")) (a "Person") of beneficial  ownership  (within
the meaning of Rule 13d-3  promulgated under the Exchange Act) of 20% or more of
either  (A) the then  outstanding  shares of common  stock of the  Company  (the
"Outstanding Company Common Stock") or (B) the combined voting power of the then
outstanding  voting  securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting  Securities");  provided,
however, that for purposes of this clause (i), the following  acquisitions shall
not  constitute  a Change of  Control:  (1) any  acquisition  directly  from the
Company, (2) any acquisition by the Company, (3) any acquisition by any employee
benefit plan (or related  trust)  sponsored or  maintained by the Company or any
corporation  controlled by the Company or (4) any acquisition by any corporation
pursuant to a transaction which complies with clauses (1), (2) and (3) of clause
(iii) below;  or (ii)  individuals  who, as of the date hereof,  constitute  the
Board (the  "Incumbent  Board")  cease for any reason to  constitute  at least a
majority  of the  Board;  provided,  however,  that any  individual  becoming  a
director  subsequent  to the date  hereof  whose  election,  or  nomination  for
election by the  Company's  shareholders,  was  approved by a vote of at least a
majority  of  the  directors  then  comprising  the  Incumbent  Board  shall  be
considered as though such individual were a member of the Incumbent  Board,  but
excluding,  for this purpose,  any such individual  whose initial  assumption of
office  occurs  as a result of an actual or  threatened  election  contest  with
respect to the election or removal of  directors  or other actual or  threatened
solicitation  of proxies or consents by or on behalf of a Person  other than the
Board; or (iii)  Consummation of a  reorganization,  merger or  consolidation or
sale or other  disposition  of all or  substantially  all of the  assets  of the
Company  (a  "Business  Combination"),  in each  case,  unless,  following  such
Business  Combination,  (1)  all or  substantially  all of the  individuals  and
entities  who were  the  beneficial  owners,  respectively,  of the  Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
50% of,  respectively,  the then  outstanding  shares  of  common  stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors,  as the case may be, of the  corporation
resulting  from such Business  Combination  (including,  without  limitation,  a
corporation  which as a result of such  transaction  owns the  Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries)  in  substantially   the  same  proportions  as  their  ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and  Outstanding  Company  Voting  Securities,  as the case may be, (2) no
Person  (excluding any corporation  resulting from such Business  Combination or
any employee  benefit plan (or related trust) of the Company or such corporation
resulting  from  such  Business  Combination)  beneficially  owns,  directly  or
indirectly, 20% or more of, respectively,  the then outstanding shares of common
stock  of the  corporation  resulting  from  such  Business  Combination  or the
combined  voting  power  of the  then  outstanding  voting  securities  of  such
corporation  except to the  extent  that  such  ownership  existed  prior to the
Business  Combination and (3) at least a majority of the members of the board of
directors of the  corporation  resulting  from such  Business  Combination  were
members  of the  Incumbent  Board at the time of the  execution  of the  initial
agreement,  or  of  the  action  of  the  Board,  providing  for  such  Business
Combination;  or (iv) approval by the  stockholders of the Company of a complete
liquidation or dissolution of the Company.


<PAGE>











            (b)  In the  event  that  Ascent  adopts  any  "change  of  control"
provisions applicable to any Ascent benefits plans, respectively,  providing for
the accelerated vesting and/or payment of any benefits for its senior management
group,  solely to the extent that such provisions give Executive  greater rights
than those provided in paragraph (a) above,  such better  provisions shall apply
to the  Executive  to the same extent as other  Ascent  senior  executives  on a
favored  nations  basis with  respect to the  benefits  affected  by such Ascent
provisions, respectively.


<PAGE>











                  8.    Non-Competition.


<PAGE>











                        (a)   As an inducement for Ascent to enter into
this  Agreement,  the  Executive  agrees that for a period  commencing as of the
Effective Date and running  through the earlier of (i) the end of the Employment
Period if the  Executive  remains  employed by Ascent for the entire  Employment
Period or (ii) one year following  termination of the Executive's  employment by
Ascent for "cause" as defined in Section 5(b) hereof,  or by the  Executive  for
any reason (other than an Executive Election Event, in which case the provisions
of this  paragraph  (a) shall not apply)  (the  "Non-Competition  Period"),  the
Executive shall not,  without the prior written consent of the Board,  engage or
participate,  directly or indirectly, as principal,  agent, employee,  employer,
consultant, stockholder, partner or in any other individual capacity whatsoever,
in the conduct or management of, or own any stock or any other equity investment
in or debt of, any business which is competitive with any business  conducted by
Ascent.


<PAGE>











                        For the purpose of this Agreement, a business shall
be  considered  to be  competitive  with any  business  of  Ascent  only if such
business is engaged in providing services or products (i) substantially  similar
to (A) any service or product currently provided by Ascent during the Employment
Period;  (B) any  service or product  which  directly  evolves  from or directly
results from  enhancements  in the ordinary  course  during the  Non-Competition
Period to the  services or products  provided by Ascent as of the date hereof or
during the Employment  Period; or (C) any future service or product of Ascent as
to  which  the  Executive  materially  and  substantially  participated  in  the
development  or  enhancement,  and (ii) to  customers,  distributors  or clients
served by Ascent during the Non-Competition Period.


<PAGE>











                        (b)   Non-Solicitation of Employees.  During the
Non-Competition  Period,  the Executive will not (for his own benefit or for the
benefit of any person or entity other than Ascent) solicit, or assist any person
or entity  other than Ascent to solicit,  any  officer,  director,  executive or
employee (other than an administrative or clerical  employee) of Ascent to leave
his or her  employment;  provided,  that the  foregoing  prohibition  shall  not
preclude  the  Executive  from hiring any such person who  responds to a general
solicitation  on behalf of the Executive or an entity with whom the Executive is
associated at such time.


<PAGE>











                        (c)   Reasonableness; Interpretation.  The
Executive  acknowledges  and  agrees,  solely for  purposes of  determining  the
enforceability of this Section 8 (and not for purposes of determining the amount
of money damages or for any other reason), that (i) the markets served by Ascent
are national and international and are not dependent on the geographic  location
of executive  personnel or the  businesses by which they are employed;  (ii) the
length of the  Non-Competition  Period  is linked to the term of the  Employment
Period and the severance  benefit  provided for in Section  5(a);  and (iii) the
above  covenants  are  reasonable  as an inducement to Ascent to enter into this
Agreement,  and the parties  expressly  agree that such  restrictions  have been
designed to be reasonable  and no greater than is required for the protection of
Ascent. In the event that the covenants in this Section 8 shall be determined by
any court of competent  jurisdiction in any action to be unenforceable by reason
of  their  extending  for too  great a  period  of  time  or  over  too  great a
geographical  area or by  reason  of their  being  too  extensive  in any  other
respect,  they shall be  interpreted  to extend only over the maximum  period of
time for which they may be  enforceable,  and/or over the  maximum  geographical
area as to which they may be  enforceable  and/or to the  maximum  extent in all
other  respects as to which they may be  enforceable,  all as determined by such
court in such action.


<PAGE>











                        (d)   Investment.  Nothing in this Agreement shall
be deemed to prohibit the Executive  from owning equity or debt  investments  in
any  corporation,  partnership or other entity which is competitive with Ascent,
provided that such  investments (i) are passive  investments and constitute five
percent (5%) or less of the outstanding  equity securities of such an entity the
equity securities of which are traded on a national securities exchange or other
public market, or (ii) are approved by the Board.


<PAGE>











                  9. Indemnification;  Liability Insurance.  The Executive shall
be entitled to indemnification  and coverage under Ascent's liability  insurance
policy for  directors  and  officers to the same extent as other  directors  and
officers  of Ascent.  During  and after the term of  employment,  Ascent  hereby
agrees to  indemnify  and hold  Executive  harmless  against  any and all claims
arising from or in connection with his employment by or service to Ascent to the
full  extent  permitted  by law and,  in  connection  therewith,  to advance the
expenses of Executive  incurred in defending against such claims subject to such
limitations as may actually be required by law.


<PAGE>











      10. Enforcement. The Executive acknowledges that a breach of the covenants
or  provisions  contained  in Sections 3, 4 and 8 of this  Agreement  will cause
irreparable  damage to Ascent,  the exact  amount of which will be  difficult to
ascertain,  and that the remedies at law for any such breach will be inadequate.
Accordingly, the Executive agrees that if the Executive breaches or threatens to
breach any of the  covenants or  provisions  contained in Sections 3, 4 and 8 of
this Agreement, in addition to any other remedy which may be available at law or
in equity,  Ascent shall be entitled to seek specific performance and injunctive
relief.


<PAGE>











      11.   Arbitration.


<PAGE>











            (a) Subject to Ascent's right to enforce  Sections 3, 4 and 8 hereof
by an  injunction  issued by a court  having  jurisdiction  (which  right  shall
prevail  over and  supersede  the  provisions  of this  Section 11), any dispute
relating to this  Agreement,  including the  enforceability  of this Section 11,
arising  between the Executive and Ascent shall be settled by arbitration  which
shall be  conducted  in  Denver,  Colorado,  or any  other  location  where  the
Executive  then  resides at  Ascent's  request,  before a single  arbitrator  in
accordance  with the commercial  arbitration  rules of the American  Arbitration
Association ("AAA").  Within 90 days after the Effective Date, the parties shall
mutually agree upon three possible arbitrators, one of whom shall be selected by
the AAA within 2 days  after  notice of a dispute  to be  arbitrated  under this
Section 11. The parties  shall  instruct the  arbitrator  to use his or her best
efforts to conclude the  arbitration  within 60 days after notice of the dispute
to AAA.


<PAGE>











            (b) The award of any such arbitrator  shall be final.  Judgment upon
such award may be entered by the prevailing  party in any federal or state court
sitting in Denver,  Colorado  or any other  location  where the  Executive  then
resides at Ascent's request.


<PAGE>











            (c)  The  parties  will  bear  their  own  costs   associated   with
arbitration and will each pay one-half of the arbitration costs and fees of AAA;
however,  the arbitrator may in his sole discretion  determine that the costs of
the arbitration  proceedings,  including attorneys' fees, shall be paid entirely
by one party to the  arbitration  if the  arbitrator  determines  that the other
party is the prevailing party in such arbitration.


<PAGE>











      12.   Indemnification and Gross-up for Excise Taxes.

      (a) The Company hereby  indemnifies  the Executive and holds the Executive
harmless  from  and  against  any  and  all  liabilities,   costs  and  expenses
(including,  without  limitation,  reasonable  attorneys'  fees and  costs)  the
Executive may incur as a result of the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") or any similar  provision
of  state or  local  income  tax law  (the  "Excise  Tax"),  to the end that the
Executive  shall be placed in the same tax position with respect to all payments
under this Agreement and all other payments from the Company to the Executive in
the nature of compensation as the Executive would have been in if the Excise Tax
had never been enacted.  In  furtherance  of such  indemnification,  the Company
shall pay to the Executive a payment (the "Gross-Up  Payment") in an amount such
that,  after payment by the Executive of all taxes,  including  income taxes and
the Excise Tax imposed on the  Gross-Up  Payment and any  interest or  penalties
(other than interest and penalties imposed by reason of the Executive's  failure
to file timely tax returns or to pay taxes shown due on such returns and any tax
liability,  including interest and penalties, unrelated to the Excise Tax or the
Gross-Up  Amount),  the Executive  shall be placed in the same tax position with
respect to all payments  under this  Agreement  and all other  payments from the
Company to the Executive in the nature of  compensation  as the Executive  would
have been in if the  Excise Tax had never  been  enacted.  At such time or times
necessary  to  carry  out  the  purposes  of  this  Section  12 in  view  of the
withholding requirement of Section 4999(c)(1) of the Code, but in no event later
than December 31 of each year in which the Executive receives a payment from the
Company under this Agreement or in the nature of Compensation, the Company shall
pay to the Executive one or more Gross-Up  Payments for all payments  under this
Agreement and any other payments in the nature of compensation which the Company
determines are "excess parachute  payments" under Section 280G(b)(1) of the Code
("Excess  Parachute  Payments").  If,  through a  determination  of the Internal
Revenue Service or any state or local taxing  authority (a "Taxing  Authority"),
or a judgment of any court, the Executive becomes liable for an amount of Excise
Tax not  covered by the  Gross-Up  Payment  payable  pursuant  to the  preceding
sentence,  the Company shall pay the Executive an additional Gross-up Payment to
make the Executive  whole for such  additional  Excise Tax;  provided,  however,
that,  pursuant to Section  12, the Company  shall have the right to require the
Executive to protest, contest, or appeal any such determination or judgment. For
purposes  of this  Section  12, any amount  which the  Company  is  required  to
withhold under Sections 3402 or 4999 of the Code or under any other provision of
law shall be deemed to have been paid to the Executive.

      (b) Upon payment to the Executive of a Gross-Up Payment, the Company shall
provide the Executive with a written statement showing the Company's computation
of such  Gross-Up  Payment and the Excess  Parachute  Payments and Excise Tax to
which it relates, and setting forth the Company's determination of the amount of
gross income the Executive is required to recognize as a result of such payments
and the Executive's  liability for the Excise Tax. The Executive shall cause the
Executive's federal, state, and local income tax returns for the period in which
the  Executive  receives  such  Gross-Up  Payment  to be  prepared  and filed in
accordance  with such  statement,  and upon such  filing,  the  Executive  shall
certify in writing to the Company  that such  returns  have been so prepared and
filed. At the Executive's  request,  the Company shall furnish to the Executive,
at no cost to the Executive,  assistance in preparing the  Executive's  federal,
state,  and local  income  tax  returns  for the  period in which the  Executive
receives   such   Gross-Up   Payment   in   accordance   with  such   statement.
Notwithstanding  the  provisions  of Section  12(a),  the  Company  shall not be
obligated to indemnify the Executive from and against any tax liability, cost or
expense  (including,  without  limitation,  any  liability for the Excise Tax or
attorney's  fees or costs) to the extent such tax liability,  cost or expense is
attributable  to the  Executive's  failure to comply with the  provisions of the
Section 12(b).

      (c) If any controversy arises between the Executive and a Taxing Authority
with respect to the  treatment on any return of the Gross-Up  Amount,  or of any
payment the Executive  receives from the Company as an Excess Parachute Payment,
or with respect to any return which a Taxing  Authority  asserts  should show an
Excess Parachute Payment,  including,  without limitation, any audit, protest to
an appeals authority of a Taxing Authority or litigation (a "Controversy"),  the
Company shall have the right,  solely with respect to a  Controversy,  to direct
the  Executive  to protest or contest any  proposed  adjustment  or  deficiency,
initiate an appeals procedure with any Taxing  Authority,  commence any judicial
proceeding,  make any settlement  agreement,  or file a claim for refund of tax,
and the  Executive  shall not take any of such steps  without the prior  written
approval  of  the  Company.  If the  Company  elects,  the  Executive  shall  be
represented  in any  Controversy by attorneys,  accountants,  and other advisors
selected by the Company,  and the Company shall pay the fees, costs and expenses
of such attorneys, accountants, or advisors, and any tax liability the Executive
may incur as a result of such payment.  The Executive  shall promptly notify the
Company of any communication  with a Taxing  Authority,  and the Executive shall
promptly furnish to the Company copies of any written  correspondence,  notices,
or documents  received from a Taxing  Authority  relating to a Controversy.  The
Executive  shall  cooperate  fully  with  the  Company  in the  handling  of any
Controversy  by  furnishing  to the Company  any  information  or  documentation
relating  to or  bearing  upon  the  Controversy;  provided,  however,  that the
Executive shall not be obligated to furnish to the Company copies of any portion
of the  Executive's tax returns which do not bear upon, and are not affected by,
the Controversy.
      (d) The  Executive  shall pay over to the  Company,  within  ten (10) days
after the Executive's  receipt thereof,  any refund the Executive  receives from
any Taxing Authority of all or any portion of the Gross-Up Payment or the Excise
Tax,  together  with any  interest  the  Executive  receives  from  such  Taxing
Authority on such refund. For purposes of this Section 12(d), a reduction in the
Executive's tax liability  attributable to the previous  payment of the Gross-Up
Amount or the Excise Tax shall be deemed to be a refund.  If the Executive would
have  received  a refund of all or any  portion of the  Gross-Up  Payment or the
Excise  Tax,  except the a Taxing  Authority  offset  the amount of such  refund
against other tax liabilities,  interest, or penalties,  the Executive shall pay
the  amount of such  offset  over to the  Company  together  with the  amount of
interest the Executive  would have  received  from the Taxing  Authority if such
offset had been an actual  refund,  within ten (10) days after receipt of notice
from the Taxing Authority of such offset.



<PAGE>





            13.  Severability.   Should  any  provision  of  this  Agreement  be
determined  to be  unenforceable  or  prohibited  by any  applicable  law,  such
provision  shall be ineffective to the extent,  and only to the extent,  of such
unenforceability  or  prohibition  without  invalidating  the  balance  of  such
provision   or  any   other   provision   of  this   Agreement,   and  any  such
unenforceability  or  prohibition  in any  jurisdiction  shall not invalidate or
render unenforceable such provision in any other jurisdiction.


<PAGE>











            14.  Assignment.  The Executive's  rights and obligations under this
Agreement  shall  not  be  assignable  by the  Executive.  Ascent's  rights  and
obligations  under this  Agreement  shall not be  assignable by Ascent except as
incident to the transfer, by merger or otherwise, of all or substantially all of
the  business  of Ascent.  In the event of any such  assignment  by Ascent,  all
rights of Ascent hereunder shall inure to the benefit of the assignee.


<PAGE>











            15. Notices. All notices and other communications which are required
or may be given under this Agreement  shall be in writing and shall be deemed to
have been duly given when received if personally delivered;  when transmitted if
transmitted by telecopy,  electronic or digital  transmission  method,  provided
that in such case it shall also be sent by certified or registered mail,  return
receipt requested;  the day after it is sent, if sent for next day delivery to a
domestic  address  by  recognized  overnight  delivery  service  (e.g.,  Federal
Express);  and upon  receipt,  if sent by certified or registered  mail,  return
receipt requested. Unless otherwise changed by notice, in each case notice shall
be sent to:


<PAGE>





                  If to Executive, addressed to:


<PAGE>





                        James A. Cronin, III


<PAGE>





                        18947 E. Hinsdale Ave.


<PAGE>





                        Aurora, Colorado 80016


<PAGE>











                  If to Ascent, addressed to:


<PAGE>











                        Ascent Entertainment Group, Inc.


<PAGE>





                        1200 Seventeenth Street


<PAGE>





                        Denver, Colorado 80202


<PAGE>





                        Attention: Charlie Lyons


<PAGE>





                          Telecopier No. (303) 595-0823


<PAGE>











                  With a copy to:


<PAGE>











                           Ascent Entertainment Group


<PAGE>





                        1200 Seventeenth Street


<PAGE>





                        Denver, Colorado 80202


<PAGE>





                           Attention: Arthur M. Aaron


<PAGE>





                          Telecopier No. (303) 595-0127


<PAGE>











            16. Miscellaneous.  This Agreement constitutes the entire agreement,
and  supersedes  all prior  agreements,  of the parties  hereto  relating to the
subject matter hereof, and there are no written or oral terms or representations
made  by  either  party  other  than  those  contained   herein.  No  amendment,
supplement,  modification  or waiver of this  Agreement  shall be binding unless
executed  in  writing  by  the  party  to  be  bound   thereby.   The  validity,
interpretation,  performance  and enforcement of the Agreement shall be governed
by the laws of the State of  Colorado.  The  headings  contained  herein are for
reference  purposes  only  and  shall  not in any  way  affect  the  meaning  or
interpretation of this Agreement.


<PAGE>














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


<PAGE>



















                                       /s/ James A. Cronin, III


<PAGE>





                                   James A. Cronin, III, Executive



<PAGE>





                                ASCENT ENTERTAINMENT GROUP, INC.


<PAGE>

















                                       By: /s/ Charles Lyons


<PAGE>





                                        Title: President and Chief Executive
                                     Officer



<PAGE>








                                                                    EXHIBIT 10.3


                                 EMPLOYMENT AGREEMENT


<PAGE>











      This   AGREEMENT  made  as  of  June  27,  1997,  by  and  between  Ascent
Entertainment Group, Inc., a Delaware  corporation  ("Ascent" or the "Company"),
and Arthur M. Aaron, a resident of the State of Colorado(the "Executive").


<PAGE>











      WHEREAS,  effective  on June 27, 1997 (the  "Distribution  Date"),  COMSAT
Corporation  ("COMSAT")  distributed its remaining  80.67% interest in Ascent to
COMSAT's shareholders; and



<PAGE>





      WHEREAS,  Ascent  desires  to  employ  the  Executive  as Vice  President,
Business and Legal Affairs and Corporate  Secretary of Ascent, and the Executive
desires to accept such employment, on the terms and conditions set forth herein;


<PAGE>











      NOW, THEREFORE, in consideration of the premises and the mutual agreements
made herein, and intending to be legally bound hereby,  Ascent and the Executive
agree as follows:


<PAGE>











      1.    Employment; Duties.


<PAGE>











                  (a) Employment and Employment Period.  Ascent shall employ the
Executive to serve as Vice  President,  Business and Legal Affairs and Corporate
Secretary  of Ascent  or its  successor  entity  for a period  (the  "Employment
Period")  commencing  on June 27,  1997 (the  "Effective  Date") and  continuing
thereafter  for a term of five years until June 27, 2002  unless  terminated  in
accordance with the provisions of this Agreement. Each 12 month period ending on
the anniversary date of the Effective Date is sometimes  referred to herein as a
"year of the Employment Period."


<PAGE>











            (b) Offices, Duties and Responsibilities. The Executive shall report
directly to the President and Chief Executive Officer of Ascent (the "CEO"). The
Executive's  offices  initially shall be located at the Company=s  headquarters,
which are presently  located in Denver,  Colorado.  The Executive shall have all
duties and  authority  customarily  accorded  a senior  legal  officer,  general
counsel and corporate secretary.


<PAGE>











            (c) Devotion to Interests of Ascent.  During the Employment  Period,
the Executive  shall render his business  services  solely in the performance of
his duties  hereunder.  The Executive  shall use his best efforts to promote the
interests and welfare of Ascent.  Notwithstanding  the foregoing,  the Executive
shall be  entitled to  undertake  such  outside  activities  (e.g.,  charitable,
educational,  personal interests,  board of directors membership,  and so forth,
that do not  compete  with the  business  of  Ascent as do not  unreasonably  or
materially  interfere with the performance of his duties hereunder as reasonably
determined by the CEO in consultation with the Executive.


<PAGE>











      2.    Compensation and Fringe Benefits.


<PAGE>











            (a)   Base Compensation.  Ascent shall pay the


<PAGE>





            Executive a base salary ("Base  Salary") at the rate of $175,000 per
year  during  the  Employment  Period  with  payments  made in  installments  in
accordance with Ascent's regular practice for compensating  executive personnel,
provided that in no event shall such payments be made less frequently than twice
per month.  The Base Salary for the Executive shall be reviewed each year during
the Employment Period commencing the second year of the Employment  Period.  Any
Base Salary increases shall be approved by the Board in its sole discretion.


<PAGE>











            (b) Bonus  Compensation.  The Executive  will be eligible to receive
bonuses  ("Annual  Bonus") during the Employment  Period in accordance  with the
following  parameters:  (i) the target bonus for each year during the Employment
Period  shall be 35% of Base Salary for  achieving  100% of the target level for
the performance measures; and (ii) the performance measures, the relative weight
to be  accorded  each  performance  measure  and the amount of bonus  payable in
relation to the target bonus for achieving  more or less than 100% of the target
level for the performance  measures shall be determined for each year during the
Employment Period by the Compensation  Committee after consultation with the CEO
and the Executive.



<PAGE>





            (c)  Fringe  Benefits.  The  Executive  also  shall be  entitled  to
participate in group health,  dental and disability insurance programs,  and any
group profit  sharing,  deferred  compensation,  supplemental  life insurance or
other  benefit  plans as are  generally  made  available by Ascent to the senior
executives of Ascent on a favored  nations  basis.  Such benefits  shall include
reimbursement  of documented  expenses  reasonably  incurred in connection  with
travel and entertainment  related to Ascent's business and affairs. All benefits
described in the foregoing  sentence  that are  reportable as earned or unearned
income  will be grossed up by Ascent in  connection  with  federal and state tax
obligations to provide  Executive with  appropriate net tax coverage so that the
benefits  received by the Executive from the foregoing  sentence shall be net of
income and  employment  taxes  thereon.  Ascent  reserves the right to modify or
terminate  from  time  to  time  the  fringe  benefits  provided  to the  senior
management  group,  provided that the fringe benefits  provided to the Executive
shall not be  materially  reduced on an  overall  basis  during  the  Employment
Period.


<PAGE>











            (d) Stock Appreciation Rights.  Ascent hereby grants to Executive as
of the Effective Date stock appreciation  rights ("SARs"),  exercisable only for
cash, with respect to 100,000 shares of Ascent's  common stock,  par value $0.01
per share, each such SAR exercisable at the per-share price equal to the average
of the high and low sale  prices of the Common  Stock on the five  trading  days
commencing on the Distribution  Date (the "Exercise  Price").  The SARs shall be
exercisable by Executive according to the following schedule:


<PAGE>






                  (i)   10% of the SARs on or after June 27, 1997;


<PAGE>






                  (ii) 15% of the SARs on or after December 18, 1997;


<PAGE>






                  (iii)25% of the SARs on or after December 18, 1998;


<PAGE>






                  (iv)  25% of the SARs on or after December 18, 1999;


<PAGE>






                  (v)   25% of the SARs on or after December 18, 2000.

            Notwithstanding  the foregoing,  100% of the SARs shall  immediately
vest and become  immediately  exercisable,  without  any  further  action by the
Executive,  upon the  occurrence of any "Change of Control  Event" as defined in
Section 7(a) below, or upon the occurrence of any event that results in Ascent=s
Common  Stock no  longer  being  traded on any of the New York  Stock  Exchange,
American Stock Exchange or NASDAQ  National  Market System  (including,  without
limitation,  as a result  of any  so-called  "going  private"  transaction  with
Ascent).   Such  SARs  shall  be  represented  by  a  SAR  agreement  containing
appropriate terms consistent with the provisions of this Agreement. The SARs, to
the extent they remain  unexercised,  shall  automatically  and without  further
notice  terminate  and become of no further force and effect only at the time of
the earliest of the following to occur:


<PAGE>






                  (x) Three months after the date upon which a  termination  for
cause by Ascent (as provided in Section  5(b)) shall have become  effective  and
final; or


<PAGE>






                  (y)   December 18, 2005.


<PAGE>











      In  the   event   of  any   stock   split,   stock   dividend,   spin-off,
reclassification,    recapitalization,   merger,   consolidation,   subdivision,
combination  or other change which  affects the  character or amount of Ascent's
common  stock  after  the  Effective  Date  and  prior  to the  exercise  and/or
expiration  of all of the SARs,  the  number  and  exercise  price of and/or the
formula for determining the value of such unissued or unexercised  SARs shall be
adjusted in order to make such SARs, as nearly as may be practicable, equivalent
in nature  and value to the SARs that  would have  existed  had such  change not
taken place. In addition,  if Ascent adopts a stock-based incentive plan that in
Executive's sole judgment provides for any term(s) more favorable to the grantee
than any term(s) set forth above,  Executive  will be entitled to the benefit of
such more favorable term(s) with respect to the SARs, other than with respect to
the vesting schedule thereof, but in no event will any term(s) applicable to the
SARs be less favorable to Executive than those set forth above.


<PAGE>











      During the Employment  Period,  the Executive shall be granted  additional
stock-based  incentives as determined by the Compensation  Committee in its sole
discretion. Notwithstanding any other provision of this Agreement except Section
5(b),  the  Compensation  Committee  may  in its  discretion  provide  that  any
stock-based  incentives  granted to the Executive which have not vested prior to
his  termination of employment  shall continue to vest in accordance  with their
original terms as if the Executive's employment had not terminated.

                  (e)  Conflicting  Provisions.  Solely  to  the  extent  of any
conflict  between the  provisions of this  Agreement  and the  provisions of any
agreement  between  Executive,  on the  one  hand,  and  Ascent  and  any of its
affiliated  or related  entities,  on the other hand,  relating  to  stock-based
incentives  (including the SARs), life insurance,  health  insurance,  any other
employee equity  participation,  profit sharing or retirement plan, group health
plan or other  employee  benefits  (individually  and  collectively  referred to
herein as the "Fringe Benefits"), the provisions of this Agreement will control.



<PAGE>





                  (f)  Compensation  Review.  The  Compensation  Committee shall
conduct  a review  of the  total  compensation  payable  under  this  Agreement,
including salary, bonus opportunities and Fringe Benefits, based on such factors
and considerations as the Committee deems reasonable and appropriate in its sole
discretion,  and the parties  agree to  negotiate  in good faith an amendment to
this  Agreement  reflecting  the  results  of such  compensation  review,  which
amendment  shall not be in the aggregate  less  favorable to the Executive  than
currently provided in this Agreement.



<PAGE>





      3.    Trade Secrets; Return of Documents and Property.


<PAGE>











            (a) Executive  acknowledges that during the course of his employment
he  will  receive  secret,  confidential  and  proprietary  information  ("Trade
Secrets") of Ascent and of other  companies with which Ascent does business on a
confidential  basis and that Executive will create and develop Trade Secrets for
the benefit of Ascent.  Trade Secrets shall  include,  without  limitation,  (a)
literary, dramatic or other works, screenplays,  stories, adaptations,  scripts,
treatments, formats, "bibles," scenarios, characters, titles of any kind and any
rights therein,  custom  databases,  "know-how,"  formulae,  secret processes or
machines,  inventions,   computer  programs  (including  documentation  of  such
programs)  (collectively,  ATechnical  Trade  Secrets@),  and (b)  matters  of a
business nature, such as customer data and proprietary  information about costs,
profits,  markets and sales,  customer  databases,  and other  information  of a
similar  nature to the extent not available to the public,  and plans for future
development   (collectively,   ABusiness  Trade  Secrets@).  All  Trade  Secrets
disclosed  to or  created  by  Executive  shall be  deemed  to be the  exclusive
property of Ascent (as the context may  require).  Executive  acknowledges  that
Trade Secrets have  economic  value to Ascent due to the fact that Trade Secrets
are not generally known to the public or the trade and that the unauthorized use
or disclosure of Trade Secrets is likely to be  detrimental  to the interests of
Ascent  and its  subsidiaries.  Executive  therefore  agrees  to hold in  strict
confidence  and not to disclose to any third party any Trade Secret  acquired or
created or developed by Executive  during the term of this Agreement  except (i)
when  Executive  is required to use or disclose  any Trade  Secret in the proper
course of the Executive's  rendition of services to Ascent hereunder,  (ii) when
such Trade Secret becomes public  knowledge  other than through a breach of this
Agreement,  or (iii) when  Executive  is required to disclose  any Trade  Secret
pursuant  to any  valid  court  order in which the  Executive  is  compelled  to
disclose such Trade Secret. The Executive shall notify Ascent immediately of any
such court order in order to enable Ascent to contest such order's validity. For
a period of two (2) years after  termination  of the  Employment  Period for all
Business  Trade Secrets and for a period of five (5) years after  termination of
the Employment  Period for all Technical Trade Secrets,  the Executive shall not
use or otherwise  disclose  Trade Secrets  unless such  information  (x) becomes
public  knowledge or is generally known in the  entertainment or sports industry
among executives comparable to the Executive other than through a breach of this
Agreement, (y) is disclosed to the Executive by a third party who is entitled to
receive and  disclose  such Trade  Secret,  or (z) is  required to be  disclosed
pursuant to any valid court  order,  in which case the  Executive  shall  notify
Ascent  immediately of any such court order in order to enable Ascent to contest
such order's validity.


<PAGE>











            (b) Upon the effective date of notice of the Executive's or Ascent's
election to terminate this Agreement, or at any time upon the request of Ascent,
the Executive (or his heirs or personal representatives) shall deliver to Ascent
(i) all  documents  and  materials  containing  or  otherwise  relating to Trade
Secrets or other information relating to Ascent's business and affairs, and (ii)
all documents, materials and other property belonging to Ascent, which in either
case are in the  possession  or under the control of the Executive (or his heirs
or  personal  representatives).  The  Executive  shall be  entitled  to keep his
personal records relating to Ascent's  business and affairs except to the extent
those  contain  documents  or  materials  described in clause (i) or (ii) of the
preceding  sentence,  in which case Executive may retain copies for his personal
and confidential use.


<PAGE>











      4.  Discoveries and Works.  All discoveries and works made or conceived by
the  Executive  during his  employment  by Ascent  pursuant  to this  Agreement,
jointly or with others,  that relate to Ascent's  activities  ("Discoveries  and
Works") shall be owned by Ascent.  Discoveries and Works shall include,  without
limitation,   literary,   dramatic  or  other   works,   screenplays,   stories,
adaptations,  scripts,  treatments,  formats,  "bibles," scenarios,  characters,
titles  of  any  kind  and  any  rights  therein,  other  works  of  authorship,
inventions,  computer  programs  (including  documentation  of  such  programs),
technical improvements, processes and drawings. The Executive shall (i) promptly
notify,  make  full  disclosure  to,  and  execute  and  deliver  any  documents
reasonably  requested  by,  Ascent to  evidence or better  assure  title to such
Discoveries and Works in Ascent,  (ii) assist Ascent in obtaining or maintaining
for itself at its own expense United States and foreign copyrights, trade secret
protection or other  protection of any and all such  Discoveries and Works,  and
(iii) promptly  execute,  whether during his employment by Ascent or thereafter,
all  applications  or other  endorsements  necessary or  appropriate to maintain
copyright  and other rights for Ascent and to protect their title  thereto.  Any
Discoveries  and Works  which,  within sixty days after the  termination  of the
Executive's employment by Ascent, are made, disclosed,  reduced to a tangible or
written form or  description,  or are reduced to practice by the  Executive  and
which pertain to work  performed by the Executive  while with Ascent and COMSAT,
shall, as between the Executive and Ascent and COMSAT,  be presumed to have been
made during the Executive's employment by Ascent.


<PAGE>











      5.    Termination.  This Agreement shall remain in effect during
the Employment Period, and this Agreement and Executive's employment with
Ascent may be terminated only as follows:


<PAGE>











            (a) By the  Executive  (an  "Executive  Election")  at any time upon
sixty (60) days advance  written  notice to Ascent upon an  "Executive  Election
Event" (as defined  below).  In such event or if the  Executive's  employment is
terminated  by Ascent  without  "cause"  (as  defined  below),  there will be no
forfeiture,  penalty,  reduction  or other  adverse  effect  upon any  rights or
interests relating to any Fringe Benefits,  including,  without limitation,  the
SARs and any other  stock-based  incentives all of which will fully vest, to the
extent  not  previously  vested,  immediately  upon  such  termination  becoming
effective  and  final.  Without  limiting  the  foregoing,  in the  event  of an
Executive  Election  or if the  Executive's  employment  is  terminated  without
"cause,"  the  Executive  shall be entitled to receive  the  following  benefits
through  the longer of (x) the  remainder  of the  Employment  Period as if this
Agreement  had  remained in effect  until the end of such  five-year  Employment
Period and (y) one year  following the date of such  termination  (the "Duration
Period"):  (i) his then  current  Base  Salary;  (ii) an Annual  Bonus  equal to
thirty-five  percent (35%) of his then current Base Salary;  and (iii) all other
benefits  provided  pursuant to  Sections  2(c) and (d) of this  Agreement.  The
Executive shall have no obligation to seek other  employment in the event of his
termination pursuant to this paragraph (a), and there shall be no offset against
amounts due the Executive  under this  Agreement on account of any  remuneration
attributable to any subsequent  employment that he may obtain. Ascent shall have
the option at any time during the Duration  Period to pay to the  Executive in a
lump sum the amounts remaining under clauses (i) and (ii) of this paragraph (a).
If Ascent  exercises  such  option,  Ascent  shall have no further  compensation
payment  obligations  under clauses (i) and (ii) above.  Upon any termination of
the  Executive's  employment  under this Section 5(a),  Ascent shall establish a
"rabbi"  trust,  i.e.,  a trust  for  the  benefit  of the  Executive  which  is
irrevocable  by Ascent,  but whose assets will be available to Ascent's  general
creditors  upon  Ascent's  insolvency,  with  terms  and  provisions  reasonably
acceptable to the Executive,  and shall contribute to such trust an amount equal
to the sum of all  payments  to be  made  to the  Executive  by  reason  of such
termination of employment,  including, but not limited to, the amounts set forth
in Sections  5(a)(i),  (ii) and (iii),  and the amount which the Executive would
receive if he exercised all of his SARs and  stock-based  incentives on the date
of his  termination  of  employment.  Ascent shall at all times remain liable to
carry out its  obligations  under this  Agreement,  but such  obligations may be
satisfied with the assets of such trust distributed pursuant to the terms of the
trust, and any such  distribution  shall reduce Ascent's  obligations under this
Agreement.  In all  circumstances of termination under this Section 5(a), Ascent
shall   remain    obligated    under   clause   (iii)   and   all    stock-based
incentives(including  the SARs) will remain  exercisable  for the maximum period
provided in each applicable grant.


<PAGE>











            An "Executive Election Event" shall be any of the following: (I) any
substantial  reduction  (except  in  connection  with  the  termination  of  his
employment  voluntarily  by the  Executive  or by Ascent for  "cause" as defined
below) by Ascent,  without  the  Executive's  express  written  consent,  of his
responsibilities  as Vice President,  Business and Legal Affairs of Ascent; (II)
any change in the reporting structure set forth in Section 1(b) above; (III) any
requirement  that  Executive  perform  material  services of lesser stature than
those  typically  performed  by the senior legal  officer or general  counsel of
comparably  sized  companies in the  entertainment  industry;  (IV) a "Change of
Control Event" (as defined in Section 7(a) below);  provided that in such event,
the amounts payable to the Executive under this Section 5(a) will be contributed
to the "rabbi" trust as provided  above no later than one day before such change
of control becomes  effective,  whether or not the Executive has given notice of
termination  at such time,  and payable to the  Executive in a lump sum upon the
effectiveness  of his termination as a result of a Change in Control Event;  (V)
any other  material  default  of this  Agreement  which  continues  for ten (10)
business days  following  Ascent's  receipt of written notice from the Executive
specifying the manner in which Ascent is in default of this Agreement;  (VI) the
Board=s  requiring  Executive to be based at any office  location other than the
principal offices of Ascent, or the relocation,  without Executive=s consent, of
such  principal  offices to a location  outside the greater Denver area prior to
the second anniversary of the Effective Date; or (VII) any purported termination
of  Executive=s   employment  otherwise  than  as  expressly  permitted  by  the
Agreement.


<PAGE>











            (b) By  Ascent  at any  time  for  "cause."  For  purposes  of  this
Agreement,  Ascent shall have "cause" to terminate  the  Executive's  employment
hereunder  upon (i) the  continued  and  deliberate  failure of the Executive to
perform his  material  duties,  in a manner  substantially  consistent  with the
manner reasonably prescribed by the CEO and in accordance with the terms of this
Agreement  (other than any such failure  resulting  from his  incapacity  due to
physical or mental illness),  which failure continues for ten (10) business days
following the Executive's  receipt of written notice from the CEO specifying the
manner in which the Executive is in default of his duties,  (ii) the engaging by
the  Executive  in  intentional   serious  misconduct  that  is  materially  and
demonstrably injurious to Ascent or its reputation,  which misconduct,  if it is
reasonably capable of being cured, is not cured by the Executive within ten (10)
business days following the  Executive's  receipt of written notice from the CEO
specifying  the  serious  misconduct  engaged  in by the  Executive,  (iii)  the
conviction of the Executive of commission of a felony involving a crime of moral
turpitude,  whether or not such felony was committed in connection with Ascent's
business,  or (iv) any material breach by the Executive of Section 8 hereof.  If
Ascent shall terminate the Executive's  employment for "cause," there will be no
forfeiture, penalty, reduction or other adverse effect upon any vested rights or
interests  relating  to any Fringe  Benefits.  In such  event,  Ascent,  in full
satisfaction of all of Ascent's  obligations under this Agreement and in respect
of the  termination of the  Executive's  employment  with Ascent,  shall pay the
Executive his Base Salary,  a prorated Annual Bonus and all other  compensation,
benefits and  reimbursement  through the date of termination of his  employment,
provided  that the SARs and any other  stock  options  granted to the  Executive
under the Ascent option or any successor plan shall terminate three months after
the date of termination of his employment for "cause".


<PAGE>











      6.    Disability; Death.


<PAGE>











            (a) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive  shall be unable to perform  substantially  his duties by
reason  of  disability  or  impairment  of health  for at least six  consecutive
calendar  months,  Ascent  shall have the right to terminate  this  Agreement by
giving sixty (60) days written notice to the Executive to that effect,  but only
if at the time such  notice is given  such  disability  or  impairment  is still
continuing. Following the expiration of the notice period, the Employment Period
shall terminate, and Ascent's payment obligations to the Executive under Section
2(a) and (b) shall terminate with the payment of the Executive's Base Salary for
the month in which the Employment  Period terminates and a prorated Annual Bonus
through such month, and there will be no forfeiture, penalty, reduction or other
adverse  effect  upon any  vested  rights or  interests  relating  to any Fringe
Benefits;  provided  that the SARs and any other  stock  options  granted to the
Executive  under the Ascent option plan or any successor plan shall become fully
vested and shall terminate in accordance with their terms,  but in no event less
than one year after such termination, notwithstanding the limitations of Section
2(d) of this Agreement. In the event of a dispute as to whether the Executive is
disabled  within the  meaning of this  paragraph  (a),  or the  duration  of any
disability, either party may request a medical examination of the Executive by a
doctor  appointed  by the  Chief of  Staff  of a  hospital  selected  by  mutual
agreement of the parties, or as the parties may otherwise agree, and the written
medical  opinion of such doctor shall be conclusive and binding upon the parties
as to  whether  the  Executive  has  become  disabled  and the  date  when  such
disability  arose. The cost of any such medical  examinations  shall be borne by
Ascent.


<PAGE>











            (b) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive shall die, Ascent shall pay to the Executive's estate his
Base Salary and a prorated  Annual  Bonus  through the end of the month in which
the  Executive's  death  occurred,  at which time the  Employment  Period  shall
terminate  without  further  notice  and there will be no  forfeiture,  penalty,
reduction or other adverse  effect upon any vested rights or interests  relating
to any  Fringe  Benefits;  provided  that the SARs and any other  stock  options
granted to the  Executive  under the Ascent  option plan or any  successor  plan
shall  become  fully  vested  and  shall  terminate  one year  after the date of
termination  of  the  Executive=s  employment  for  death,  notwithstanding  the
limitations of Section 2(d) of this Agreement.


<PAGE>











            (c) Nothing  contained  in this  Section 6 shall impair or otherwise
affect any rights and interests of the Executive under any compensation  plan or
arrangement of Ascent which may be adopted by the Board.


<PAGE>











      7.    Change of Control.


<PAGE>











            (a) If, prior to the termination of the Employment Period,  there is
a "Change of Control Event" (as hereinafter  defined in this paragraph (a)), the
Executive shall have the right to exercise his Executive  Election in accordance
with Section 5(a) by giving  notice either prior to such Change of Control Event
becoming effective or up to 180 days following such Change of Control Event, but
termination  pursuant to such notice  shall not take effect in  accordance  with
Section 5(a)(IV) in any event prior to 120 days following such Change of Control
Event, provided, however, payment to the Executive shall be made as set forth in
Section  5(a)(IV).  The  expiration of such 180-day  period shall not affect the
Executive's  right to give notice  under  Section 5(a) with respect to any other
Executive  Election  Event.  A "Change of Control  Event" shall mean and include
either the occurrence of any of the following with respect to Ascent,  or any of
the following  becoming  highly  likely to occur,  in the  determination  of the
Board:  (i) the  acquisition  by any  individual,  entity or group  (within  the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act")) (a "Person") of beneficial  ownership  (within
the meaning of Rule 13d-3  promulgated under the Exchange Act) of 20% or more of
either  (A) the then  outstanding  shares of common  stock of the  Company  (the
"Outstanding Company Common Stock") or (B) the combined voting power of the then
outstanding  voting  securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting  Securities");  provided,
however, that for purposes of this clause (i), the following  acquisitions shall
not  constitute  a Change of  Control:  (1) any  acquisition  directly  from the
Company, (2) any acquisition by the Company, (3) any acquisition by any employee
benefit plan (or related  trust)  sponsored or  maintained by the Company or any
corporation  controlled by the Company or (4) any acquisition by any corporation
pursuant to a transaction which complies with clauses (1), (2) and (3) of clause
(iii) below;  or (ii)  individuals  who, as of the date hereof,  constitute  the
Board (the  "Incumbent  Board")  cease for any reason to  constitute  at least a
majority  of the  Board;  provided,  however,  that any  individual  becoming  a
director  subsequent  to the date  hereof  whose  election,  or  nomination  for
election by the  Company's  shareholders,  was  approved by a vote of at least a
majority  of  the  directors  then  comprising  the  Incumbent  Board  shall  be
considered as though such individual were a member of the Incumbent  Board,  but
excluding,  for this purpose,  any such individual  whose initial  assumption of
office  occurs  as a result of an actual or  threatened  election  contest  with
respect to the election or removal of  directors  or other actual or  threatened
solicitation  of proxies or consents by or on behalf of a Person  other than the
Board; or (iii)  Consummation of a  reorganization,  merger or  consolidation or
sale or other  disposition  of all or  substantially  all of the  assets  of the
Company  (a  "Business  Combination"),  in each  case,  unless,  following  such
Business  Combination,  (1)  all or  substantially  all of the  individuals  and
entities  who were  the  beneficial  owners,  respectively,  of the  Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
50% of,  respectively,  the then  outstanding  shares  of  common  stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors,  as the case may be, of the  corporation
resulting  from such Business  Combination  (including,  without  limitation,  a
corporation  which as a result of such  transaction  owns the  Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries)  in  substantially   the  same  proportions  as  their  ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and  Outstanding  Company  Voting  Securities,  as the case may be, (2) no
Person  (excluding any corporation  resulting from such Business  Combination or
any employee  benefit plan (or related trust) of the Company or such corporation
resulting  from  such  Business  Combination)  beneficially  owns,  directly  or
indirectly, 20% or more of, respectively,  the then outstanding shares of common
stock  of the  corporation  resulting  from  such  Business  Combination  or the
combined  voting  power  of the  then  outstanding  voting  securities  of  such
corporation  except to the  extent  that  such  ownership  existed  prior to the
Business  Combination and (3) at least a majority of the members of the board of
directors of the  corporation  resulting  from such  Business  Combination  were
members  of the  Incumbent  Board at the time of the  execution  of the  initial
agreement,  or  of  the  action  of  the  Board,  providing  for  such  Business
Combination;  or (iv) approval by the  stockholders of the Company of a complete
liquidation or dissolution of the Company.


<PAGE>











            (b)  In the  event  that  Ascent  adopts  any  "change  of  control"
provisions applicable to any Ascent benefits plans, respectively,  providing for
the accelerated vesting and/or payment of any benefits for its senior management
group,  solely to the extent that such provisions give Executive  greater rights
than those provided in paragraph (a) above,  such better  provisions shall apply
to the  Executive  to the same extent as other  Ascent  senior  executives  on a
favored  nations  basis with  respect to the  benefits  affected  by such Ascent
provisions, respectively.


<PAGE>











      8.    Non-Competition.


<PAGE>











            (a) As an inducement  for Ascent to enter into this  Agreement,  the
Executive  agrees  that for a period  commencing  as of the  Effective  Date and
running  through  the  earlier  of (i) the end of the  Employment  Period if the
Executive  remains employed by Ascent for the entire  Employment  Period or (ii)
one year  following  termination  of the  Executive's  employment  by Ascent for
"cause" as defined in Section 5(b) hereof,  or by the  Executive  for any reason
(other than an Executive  Election  Event,  in which case the provisions of this
paragraph  (a) shall not apply) (the  "Non-Competition  Period"),  the Executive
shall  not,  without  the  prior  written  consent  of  the  Board,   engage  or
participate,  directly or indirectly, as principal,  agent, employee,  employer,
consultant, stockholder, partner or in any other individual capacity whatsoever,
in the conduct or management of, or own any stock or any other equity investment
in or debt of, any business which is competitive with any business  conducted by
Ascent.


<PAGE>











            For the purpose of this Agreement, a business shall be considered to
be  competitive  with any business of Ascent only if such business is engaged in
providing  services or products (i) substantially  similar to (A) any service or
product  currently  provided by Ascent  during the  Employment  Period;  (B) any
service  or  product  which  directly  evolves  from or  directly  results  from
enhancements  in the ordinary  course during the  Non-Competition  Period to the
services  or  products  provided  by Ascent as of the date  hereof or during the
Employment  Period;  or (C) any future  service or product of Ascent as to which
the Executive  materially and  substantially  participated in the development or
enhancement,  and (ii) to customers,  distributors  or clients  served by Ascent
during the Non-Competition Period.


<PAGE>











            (b)  Non-Solicitation  of  Employees.   During  the  Non-Competition
Period,  the  Executive  will not (for his own benefit or for the benefit of any
person or entity  other  than  Ascent)  solicit,  or assist any person or entity
other than Ascent to  solicit,  any  officer,  director,  executive  or employee
(other than an  administrative  or clerical  employee) of Ascent to leave his or
her employment.


<PAGE>











            (c) Reasonableness;  Interpretation.  The Executive acknowledges and
agrees,  solely for purposes of determining the enforceability of this Section 8
(and not for  purposes  of  determining  the amount of money  damages or for any
other  reason),  that  (i)  the  markets  served  by  Ascent  are  national  and
international  and are not  dependent  on the  geographic  location of executive
personnel or the  businesses by which they are employed;  (ii) the length of the
Non-Competition  Period is linked to the term of the  Employment  Period and the
severance  benefit  provided for in Section 5(a); and (iii) the above  covenants
are reasonable as an inducement to Ascent to enter into this Agreement,  and the
parties  expressly  agree  that  such  restrictions  have  been  designed  to be
reasonable and no greater than is required for the protection of Ascent.  In the
event that the  covenants in this Section 8 shall be  determined by any court of
competent  jurisdiction  in any  action to be  unenforceable  by reason of their
extending for too great a period of time or over too great a  geographical  area
or by reason of their being too  extensive in any other  respect,  they shall be
interpreted to extend only over the maximum period of time for which they may be
enforceable,  and/or over the maximum  geographical area as to which they may be
enforceable  and/or to the maximum extent in all other respects as to which they
may be enforceable, all as determined by such court in such action.


<PAGE>











            (d)  Investment.  Nothing  in this  Agreement  shall  be  deemed  to
prohibit  the  Executive   from  owning  equity  or  debt   investments  in  any
corporation,  partnership  or other  entity  which is  competitive  with Ascent,
provided that such  investments (i) are passive  investments and constitute five
percent (5%) or less of the outstanding  equity securities of such an entity the
equity securities of which are traded on a national securities exchange or other
public market, or (ii) are approved by the Board.


<PAGE>











      9. Indemnification;  Liability Insurance.  The Executive shall be entitled
to indemnification  and coverage under Ascent's  liability  insurance policy for
directors  and officers to the same extent as other  officers of Ascent.  During
and after the term of  employment,  Ascent  hereby  agrees to indemnify and hold
Executive harmless against any and all claims arising from or in connection with
his employment by or service to Ascent to the full extent  permitted by law and,
in  connection  therewith,  to advance  the  expenses of  Executive  incurred in
defending  against such claims  subject to such  limitations  as may actually be
required by law.


<PAGE>











      10. Enforcement. The Executive acknowledges that a breach of the covenants
or  provisions  contained  in Sections 3, 4 and 8 of this  Agreement  will cause
irreparable  damage to Ascent,  the exact  amount of which will be  difficult to
ascertain,  and that the remedies at law for any such breach will be inadequate.
Accordingly, the Executive agrees that if the Executive breaches or threatens to
breach any of the  covenants or  provisions  contained in Sections 3, 4 and 8 of
this Agreement, in addition to any other remedy which may be available at law or
in equity,  Ascent shall be entitled to seek specific performance and injunctive
relief.


<PAGE>











      11.   Arbitration.


<PAGE>











            (a) Subject to Ascent's right to enforce  Sections 3, 4 and 8 hereof
by an  injunction  issued by a court  having  jurisdiction  (which  right  shall
prevail  over and  supersede  the  provisions  of this  Section 11), any dispute
relating to this  Agreement,  including the  enforceability  of this Section 11,
arising  between the Executive and Ascent shall be settled by arbitration  which
shall be  conducted  in  Denver,  Colorado,  or any  other  location  where  the
Executive  then  resides at  Ascent's  request,  before a single  arbitrator  in
accordance  with the commercial  arbitration  rules of the American  Arbitration
Association ("AAA").  Within 90 days after the Effective Date, the parties shall
mutually agree upon three possible arbitrators, one of whom shall be selected by
the AAA within 2 days  after  notice of a dispute  to be  arbitrated  under this
Section 11. The parties  shall  instruct the  arbitrator  to use his or her best
efforts to conclude the  arbitration  within 60 days after notice of the dispute
to AAA.


<PAGE>











            (b) The award of any such arbitrator  shall be final.  Judgment upon
such award may be entered by the prevailing  party in any federal or state court
sitting in Denver,  Colorado  or any other  location  where the  Executive  then
resides at Ascent's request.


<PAGE>











            (c)  The  parties  will  bear  their  own  costs   associated   with
arbitration and will each pay one-half of the arbitration costs and fees of AAA;
however,  the arbitrator may in his sole discretion  determine that the costs of
the arbitration  proceedings,  including attorneys= fees, shall be paid entirely
by one party to the  arbitration  if the  arbitrator  determines  that the other
party is the prevailing party in such arbitration.


<PAGE>











      12.   Indemnification and Gross-up for Excise Taxes.

      (a) The Company hereby  indemnifies  the Executive and holds the Executive
harmless  from  and  against  any  and  all  liabilities,   costs  and  expenses
(including,  without  limitation,  reasonable  attorneys'  fees and  costs)  the
Executive may incur as a result of the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") or any similar  provision
of  state or  local  income  tax law  (the  "Excise  Tax"),  to the end that the
Executive  shall be placed in the same tax position with respect to all payments
under this Agreement and all other payments from the Company to the Executive in
the nature of compensation as the Executive would have been in if the Excise Tax
had never been enacted.  In  furtherance  of such  indemnification,  the Company
shall pay to the Executive a payment (the "Gross-Up  Payment") in an amount such
that,  after payment by the Executive of all taxes,  including  income taxes and
the Excise Tax imposed on the  Gross-Up  Payment and any  interest or  penalties
(other than interest and penalties imposed by reason of the Executive's  failure
to file timely tax returns or to pay taxes shown due on such returns and any tax
liability,  including interest and penalties, unrelated to the Excise Tax or the
Gross-Up  Amount),  the Executive  shall be placed in the same tax position with
respect to all payments  under this  Agreement  and all other  payments from the
Company to the Executive in the nature of  compensation  as the Executive  would
have been in if the  Excise Tax had never  been  enacted.  At such time or times
necessary  to  carry  out  the  purposes  of  this  Section  12 in  view  of the
withholding requirement of Section 4999(c)(1) of the Code, but in no event later
than December 31 of each year in which the Executive receives a payment from the
Company under this Agreement or in the nature of compensation, the Company shall
pay to the Executive one or more Gross-Up  Payments for all payments  under this
Agreement and any other payments in the nature of compensation which the Company
determines are "excess parachute  payments" under Section 280G(b)(1) of the Code
("Excess  Parachute  Payments").  If,  through a  determination  of the Internal
Revenue Service or any state or local taxing  authority (a "Taxing  Authority"),
or a judgment of any court, the Executive becomes liable for an amount of Excise
Tax not  covered by the  Gross-Up  Payment  payable  pursuant  to the  preceding
sentence,  the Company shall pay the Executive an additional Gross-up Payment to
make the Executive  whole for such  additional  Excise Tax;  provided,  however,
that,  pursuant to Section  12, the Company  shall have the right to require the
Executive to protest, contest, or appeal any such determination or judgment. For
purposes  of this  Section  12, any amount  which the  Company  is  required  to
withhold under Sections 3402 or 4999 of the Code or under any other provision of
law shall be deemed to have been paid to the Executive.

      (b) Upon payment to the Executive of a Gross-Up Payment, the Company shall
provide the Executive with a written statement showing the Company's computation
of such  Gross-Up  Payment and the Excess  Parachute  Payments and Excise Tax to
which it relates, and setting forth the Company's determination of the amount of
gross income the Executive is required to recognize as a result of such payments
and the Executive's  liability for the Excise Tax. The Executive shall cause the
Executive's federal, state, and local income tax returns for the period in which
the  Executive  receives  such  Gross-Up  Payment  to be  prepared  and filed in
accordance  with such  statement,  and upon such  filing,  the  Executive  shall
certify in writing to the Company  that such  returns  have been so prepared and
filed. At the Executive's  request,  the Company shall furnish to the Executive,
at no cost to the Executive,  assistance in preparing the  Executive's  federal,
state,  and local  income  tax  returns  for the  period in which the  Executive
receives   such   Gross-Up   Payment   in   accordance   with  such   statement.
Notwithstanding  the  provisions  of Section  12(a),  the  Company  shall not be
obligated to indemnify the Executive from and against any tax liability, cost or
expense  (including,  without  limitation,  any  liability for the Excise Tax or
attorney's  fees or costs) to the extent such tax liability,  cost or expense is
attributable  to the  Executive's  failure to comply with the  provisions of the
Section 12(b).

      (c) If any controversy arises between the Executive and a Taxing Authority
with respect to the  treatment on any return of the Gross-Up  Amount,  or of any
payment the Executive  receives from the Company as an Excess Parachute Payment,
or with respect to any return which a Taxing  Authority  asserts  should show an
Excess Parachute Payment,  including,  without limitation, any audit, protest to
an appeals authority of a Taxing Authority or litigation (a "Controversy"),  the
Company shall have the right,  solely with respect to a  Controversy,  to direct
the  Executive  to protest or contest any  proposed  adjustment  or  deficiency,
initiate an appeals procedure with any Taxing  Authority,  commence any judicial
proceeding,  make any settlement  agreement,  or file a claim for refund of tax,
and the  Executive  shall not take any of such steps  without the prior  written
approval  of  the  Company.  If the  Company  elects,  the  Executive  shall  be
represented  in any  Controversy by attorneys,  accountants,  and other advisors
selected by the Company,  and the Company shall pay the fees, costs and expenses
of such attorneys, accountants, or advisors, and any tax liability the Executive
may incur as a result of such payment.  The Executive  shall promptly notify the
Company of any communication  with a Taxing  Authority,  and the Executive shall
promptly furnish to the Company copies of any written  correspondence,  notices,
or documents  received from a Taxing  Authority  relating to a Controversy.  The
Executive  shall  cooperate  fully  with  the  Company  in the  handling  of any
Controversy  by  furnishing  to the Company  any  information  or  documentation
relating  to or  bearing  upon  the  Controversy;  provided,  however,  that the
Executive shall not be obligated to furnish to the Company copies of any portion
of the  Executive's tax returns which do not bear upon, and are not affected by,
the Controversy.

      (d) The  Executive  shall pay over to the  Company,  within  ten (10) days
after the Executive's  receipt thereof,  any refund the Executive  receives from
any Taxing Authority of all or any portion of the Gross-Up Payment or the Excise
Tax,  together  with any  interest  the  Executive  receives  from  such  Taxing
Authority on such refund. For purposes of this Section 12(d), a reduction in the
Executive's tax liability  attributable to the previous  payment of the Gross-Up
Amount or the Excise Tax shall be deemed to be a refund.  If the Executive would
have  received  a refund of all or any  portion of the  Gross-Up  Payment or the
Excise  Tax,  except the a Taxing  Authority  offset  the amount of such  refund
against other tax liabilities,  interest, or penalties,  the Executive shall pay
the  amount of such  offset  over to the  Company  together  with the  amount of
interest the Executive  would have  received  from the Taxing  Authority if such
offset had been an actual  refund,  within ten (10) days after receipt of notice
from the Taxing Authority of such offset.



<PAGE>





      13. Severability.  Should any provision of this Agreement be determined to
be  unenforceable  or prohibited by any applicable  law, such provision shall be
ineffective to the extent, and only to the extent, of such  unenforceability  or
prohibition  without  invalidating  the balance of such  provision  or any other
provision of this Agreement, and any such unenforceability or prohibition in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.


<PAGE>











      14.  Assignment.   The  Executive's  rights  and  obligations  under  this
Agreement  shall  not  be  assignable  by the  Executive.  Ascent's  rights  and
obligations  under this  Agreement  shall not be  assignable by Ascent except as
incident to the transfer, by merger or otherwise, of all or substantially all of
the  business  of Ascent.  In the event of any such  assignment  by Ascent,  all
rights of Ascent hereunder shall inure to the benefit of the assignee.


<PAGE>











      15. Notices.  All notices and other  communications  which are required or
may be given  under this  Agreement  shall be in writing  and shall be deemed to
have been duly given when received if personally delivered;  when transmitted if
transmitted by telecopy,  electronic or digital  transmission  method,  provided
that in such case it shall also be sent by certified or registered mail,  return
receipt requested;  the day after it is sent, if sent for next day delivery to a
domestic  address  by  recognized  overnight  delivery  service  (e.g.,  Federal
Express);  and upon  receipt,  if sent by certified or registered  mail,  return
receipt requested. Unless otherwise changed by notice, in each case notice shall
be sent to:


<PAGE>











            If to Executive, addressed to:


<PAGE>











                  Arthur M. Aaron


<PAGE>





                  5911 E. Crestline Dr.


<PAGE>





                  Greenwood Village, Colorado 80111


<PAGE>











            If to Ascent, addressed to:


<PAGE>











                  Ascent Entertainment Group, Inc.


<PAGE>





                  1200 Seventeenth Street


<PAGE>





                  Denver, Colorado 80202


<PAGE>





                  Attention: James A. Cronin, III


<PAGE>





                  Telecopier No. (303) 595-0823


<PAGE>











            With a copy to:



<PAGE>





                  Ascent Entertainment Group


<PAGE>





                  1200 Seventeenth Street


<PAGE>





                  Denver, Colorado 80202


<PAGE>





                  Attention: Assistant General Counsel


<PAGE>





                  Telecopier No. (303) 595-0127


<PAGE>











      16. Miscellaneous.  This Agreement  constitutes the entire agreement,  and
supersedes all prior  agreements,  of the parties hereto relating to the subject
matter hereof, and there are no written or oral terms or representations made by
either  party  other than those  contained  herein.  No  amendment,  supplement,
modification  or waiver of this Agreement  shall be binding  unless  executed in
writing  by  the  party  to be  bound  thereby.  The  validity,  interpretation,
performance  and  enforcement of the Agreement  shall be governed by the laws of
the State of Colorado.  The headings contained herein are for reference purposes
only and shall not in any way affect the


<PAGE>





      meaning or interpretation of this Agreement.


<PAGE>














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


<PAGE>

















                          /s/   Arthur M. Aaron


<PAGE>





                           Arthur M. Aaron, Executive



<PAGE>





                        ASCENT ENTERTAINMENT GROUP, INC.


<PAGE>

















                         By:   /s/ James A Cronin, III


<PAGE>





                        Title: Executive Vice President,
                                    Chief Financial Officer and Chief
                                        Operating Officer



<PAGE>








                                                                    EXHIBIT 10.4


                        EMPLOYMENT AGREEMENT


<PAGE>











      This   AGREEMENT  made  as  of  June  27,  1997,  by  and  between  Ascent
Entertainment Group, Inc., a Delaware  corporation  ("Ascent" or the "Company"),
and David A. Holden, a resident of the State of Colorado(the "Executive").


<PAGE>











      WHEREAS,  effective  on June 27, 1997 (the  "Distribution  Date"),  COMSAT
Corporation  ("COMSAT")  distributed its remaining  80.67% interest in Ascent to
COMSAT's shareholders; and



<PAGE>





      WHEREAS, Ascent desires to employ the Executive as Vice President, Finance
and Controller of Ascent,  and the Executive  desires to accept such employment,
on the terms and conditions set forth herein;


<PAGE>











      NOW, THEREFORE, in consideration of the premises and the mutual agreements
made herein, and intending to be legally bound hereby,  Ascent and the Executive
agree as follows:


<PAGE>











      1.    Employment; Duties.


<PAGE>











                  (a) Employment and Employment Period.  Ascent shall employ the
Executive to serve as Vice  President,  Finance and  Controller of Ascent or its
successor entity for a period (the "Employment  Period")  commencing on June 27,
1997 (the "Effective  Date") and continuing  thereafter for a term of five years
until June 27, 2002 unless  terminated in accordance with the provisions of this
Agreement.  Each 12 month period ending on the anniversary date of the Effective
Date is sometimes referred to herein as a "year of the Employment Period."


<PAGE>











            (b) Offices, Duties and Responsibilities. The Executive shall report
directly to the Chief Financial  Officer of Ascent (the "CFO").  The Executive's
offices  initially  shall be located at the  Company=s  headquarters,  which are
presently located in Denver,  Colorado.  The Executive shall have all duties and
authority  customarily accorded the principal accounting officer and controller,
and such other duties as determined by the CFO from time to time.


<PAGE>











            (c) Devotion to Interests of Ascent.  During the Employment  Period,
the Executive  shall render his business  services  solely in the performance of
his duties  hereunder.  The Executive  shall use his best efforts to promote the
interests and welfare of Ascent.  Notwithstanding  the foregoing,  the Executive
shall be  entitled to  undertake  such  outside  activities  (e.g.,  charitable,
educational,  personal interests,  board of directors membership,  and so forth,
that do not  compete  with the  business  of  Ascent as do not  unreasonably  or
materially  interfere with the performance of his duties hereunder as reasonably
determined by the CEO in consultation with the Executive.


<PAGE>











      2.    Compensation and Fringe Benefits.


<PAGE>











            (a)   Base Compensation.  Ascent shall pay the


<PAGE>





            Executive a base salary ("Base  Salary") at the rate of $150,000 per
year  during  the  Employment  Period  with  payments  made in  installments  in
accordance with Ascent's regular practice for compensating  executive personnel,
provided that in no event shall such payments be made less frequently than twice
per month.  The Base Salary for the Executive shall be reviewed each year during
the Employment Period commencing the second year of the Employment  Period.  Any
Base Salary increases shall be approved by the Board in its sole discretion.


<PAGE>











            (b) Bonus  Compensation.  The Executive  will be eligible to receive
bonuses  ("Annual  Bonus") during the Employment  Period in accordance  with the
following  parameters:  (i) the target bonus for each year during the Employment
Period  shall be 35% of Base Salary for  achieving  100% of the target level for
the performance measures; and (ii) the performance measures, the relative weight
to be  accorded  each  performance  measure  and the amount of bonus  payable in
relation to the target bonus for achieving  more or less than 100% of the target
level for the performance  measures shall be determined for each year during the
Employment Period by the Compensation  Committee after consultation with the CFO
and the Executive.



<PAGE>





            (c)  Fringe  Benefits.  The  Executive  also  shall be  entitled  to
participate in group health,  dental and disability insurance programs,  and any
group profit  sharing,  deferred  compensation,  supplemental  life insurance or
other  benefit  plans as are  generally  made  available by Ascent to the senior
executives of Ascent on a favored  nations  basis.  Such benefits  shall include
reimbursement  of documented  expenses  reasonably  incurred in connection  with
travel and entertainment  related to Ascent's business and affairs,  which shall
be deemed to include expenses related to Executive's membership in a Denver area
country  club on  substantially  the same  basis as paid by  Ascent  on the date
hereof.  All benefits described in the foregoing sentence that are reportable as
earned or  unearned  income will be Agrossed  up@ by Ascent in  connection  with
federal and state tax obligations to provide  Executive with appropriate net tax
coverage so that the  benefits  received  by the  Executive  from the  foregoing
sentence shall be net of income and employment  taxes thereon.  Ascent  reserves
the right to modify or terminate from time to time the fringe benefits  provided
to the senior  management  group,  provided that the fringe benefits provided to
the  Executive  shall not be  materially  reduced on an overall basis during the
Employment Period.


<PAGE>











            (d) Stock Appreciation Rights.  Ascent hereby grants to Executive as
of the Effective Date stock appreciation  rights ("SARs"),  exercisable only for
cash,  with respect to 50,000 shares of Ascent's  common stock,  par value $0.01
per share, each such SAR exercisable at the per-share price equal to the average
of the high and low sale  prices of the Common  Stock on the five  trading  days
commencing on the Distribution  Date (the "Exercise  Price").  The SARs shall be
exercisable by Executive according to the following schedule:


<PAGE>






                  (i)   2,500 SARs on or after June 27, 1997;


<PAGE>






                  (ii) an additional 2,500 SARs on or after April 1, 1998;


<PAGE>






                  (iii) an additional 10,000 SARs on or after June 27,
1998;

                  (iv) an additional 5,000 SARs on or after April 1, 1999;


<PAGE>






                  (v) an additional 10,000 SARs on or after June 27,
1999; and


<PAGE>






                  (vi) an additional 20,000 SARs on or after June 27,
2000.

            Notwithstanding  the foregoing,  100% of the SARs shall  immediately
vest and become  immediately  exercisable,  without  any  further  action by the
Executive,  upon the  occurrence of any "Change of Control  Event" as defined in
Section 7(a) below, or upon the occurrence of any event that results in Ascent=s
Common  Stock no  longer  being  traded on any of the New York  Stock  Exchange,
American Stock Exchange or NASDAQ  National  Market System  (including,  without
limitation,  as a result  of any  so-called  "going  private"  transaction  with
Ascent).   Such  SARs  shall  be  represented  by  a  SAR  agreement  containing
appropriate terms consistent with the provisions of this Agreement. The SARs, to
the extent they remain  unexercised,  shall  automatically  and without  further
notice  terminate  and become of no further force and effect only at the time of
the earliest of the following to occur:


<PAGE>






                  (x) Three months after the date upon which a  termination  for
cause by Ascent (as provided in Section  5(b)) shall have become  effective  and
final; or


<PAGE>






                  (y)   December 18, 2005.


<PAGE>











      In  the   event   of  any   stock   split,   stock   dividend,   spin-off,
reclassification,    recapitalization,   merger,   consolidation,   subdivision,
combination  or other change which  affects the  character or amount of Ascent's
common  stock  after  the  Effective  Date  and  prior  to the  exercise  and/or
expiration  of all of the SARs,  the  number  and  exercise  price of and/or the
formula for determining the value of such unissued or unexercised  SARs shall be
adjusted in order to make such SARs, as nearly as may be practicable, equivalent
in nature  and value to the SARs that  would have  existed  had such  change not
taken place. In addition,  if Ascent adopts a stock-based incentive plan that in
Executive's sole judgment provides for any term(s) more favorable to the grantee
than any term(s) set forth above,  Executive  will be entitled to the benefit of
such more favorable term(s) with respect to the SARs, other than with respect to
the vesting schedule thereof, but in no event will any term(s) applicable to the
SARs be less favorable to Executive than those set forth above.


<PAGE>











      During the Employment  Period,  the Executive shall be granted  additional
stock-based  incentives as determined by the Compensation  Committee in its sole
discretion. Notwithstanding any other provision of this Agreement except Section
5(b),  the  Compensation  Committee  may  in its  discretion  provide  that  any
stock-based  incentives  granted to the Executive which have not vested prior to
his  termination of employment  shall continue to vest in accordance  with their
original terms as if the Executive's employment had not terminated.

                  (e)  Conflicting  Provisions.  Solely  to  the  extent  of any
conflict  between the  provisions of this  Agreement  and the  provisions of any
agreement  between  Executive,  on the one hand,  and  Ascent  and/or any of its
affiliated  or related  entities,  on the other hand,  relating  to  stock-based
incentives  (including the SARs), life insurance,  health  insurance,  any other
employee equity  participation,  profit sharing or retirement plan, group health
plan or other  employee  benefits  (individually  and  collectively  referred to
herein as the "Fringe Benefits"), the provisions of this Agreement will control.



<PAGE>





      3.    Trade Secrets; Return of Documents and Property.


<PAGE>











            (a) Executive  acknowledges that during the course of his employment
he  will  receive  secret,  confidential  and  proprietary  information  ("Trade
Secrets") of Ascent and of other  companies with which Ascent does business on a
confidential  basis and that Executive will create and develop Trade Secrets for
the benefit of Ascent.  Trade Secrets shall  include,  without  limitation,  (a)
literary, dramatic or other works, screenplays,  stories, adaptations,  scripts,
treatments, formats, "bibles," scenarios, characters, titles of any kind and any
rights therein,  custom  databases,  "know-how,"  formulae,  secret processes or
machines,  inventions,   computer  programs  (including  documentation  of  such
programs)  (collectively,  ATechnical  Trade  Secrets@),  and (b)  matters  of a
business nature, such as customer data and proprietary  information about costs,
profits,  markets and sales,  customer  databases,  and other  information  of a
similar  nature to the extent not available to the public,  and plans for future
development   (collectively,   ABusiness  Trade  Secrets@).  All  Trade  Secrets
disclosed  to or  created  by  Executive  shall be  deemed  to be the  exclusive
property of Ascent (as the context may  require).  Executive  acknowledges  that
Trade Secrets have  economic  value to Ascent due to the fact that Trade Secrets
are not generally known to the public or the trade and that the unauthorized use
or disclosure of Trade Secrets is likely to be  detrimental  to the interests of
Ascent  and its  subsidiaries.  Executive  therefore  agrees  to hold in  strict
confidence  and not to disclose to any third party any Trade Secret  acquired or
created or developed by Executive  during the term of this Agreement  except (i)
when  Executive  is required to use or disclose  any Trade  Secret in the proper
course of the Executive's  rendition of services to Ascent hereunder,  (ii) when
such Trade Secret becomes public  knowledge  other than through a breach of this
Agreement,  or (iii) when  Executive  is required to disclose  any Trade  Secret
pursuant  to any  valid  court  order in which the  Executive  is  compelled  to
disclose such Trade Secret. The Executive shall notify Ascent immediately of any
such court order in order to enable Ascent to contest such order's validity. For
a period of two (2) years after  termination  of the  Employment  Period for all
Business  Trade Secrets and for a period of five (5) years after  termination of
the Employment  Period for all Technical Trade Secrets,  the Executive shall not
use or otherwise  disclose  Trade Secrets  unless such  information  (x) becomes
public  knowledge or is generally known in the  entertainment or sports industry
among executives comparable to the Executive other than through a breach of this
Agreement, (y) is disclosed to the Executive by a third party who is entitled to
receive and  disclose  such Trade  Secret,  or (z) is  required to be  disclosed
pursuant to any valid court  order,  in which case the  Executive  shall  notify
Ascent  immediately of any such court order in order to enable Ascent to contest
such order's validity.


<PAGE>











            (b) Upon the effective date of notice of the Executive's or Ascent's
election to terminate this Agreement, or at any time upon the request of Ascent,
the Executive (or his heirs or personal representatives) shall deliver to Ascent
(i) all  documents  and  materials  containing  or  otherwise  relating to Trade
Secrets or other information relating to Ascent's business and affairs, and (ii)
all documents, materials and other property belonging to Ascent, which in either
case are in the  possession  or under the control of the Executive (or his heirs
or  personal  representatives).  The  Executive  shall be  entitled  to keep his
personal records relating to Ascent's  business and affairs except to the extent
those  contain  documents  or  materials  described in clause (i) or (ii) of the
preceding  sentence,  in which case Executive may retain copies for his personal
and confidential use.


<PAGE>











      4.  Discoveries and Works.  All discoveries and works made or conceived by
the  Executive  during his  employment  by Ascent  pursuant  to this  Agreement,
jointly or with others,  that relate to Ascent's  activities  ("Discoveries  and
Works") shall be owned by Ascent.  Discoveries and Works shall include,  without
limitation,   literary,   dramatic  or  other   works,   screenplays,   stories,
adaptations,  scripts,  treatments,  formats,  "bibles," scenarios,  characters,
titles  of  any  kind  and  any  rights  therein,  other  works  of  authorship,
inventions,  computer  programs  (including  documentation  of  such  programs),
technical improvements, processes and drawings. The Executive shall (i) promptly
notify,  make  full  disclosure  to,  and  execute  and  deliver  any  documents
reasonably  requested  by,  Ascent to  evidence or better  assure  title to such
Discoveries and Works in Ascent,  (ii) assist Ascent in obtaining or maintaining
for itself at its own expense United States and foreign copyrights, trade secret
protection or other  protection of any and all such  Discoveries and Works,  and
(iii) promptly  execute,  whether during his employment by Ascent or thereafter,
all  applications  or other  endorsements  necessary or  appropriate to maintain
copyright  and other rights for Ascent and to protect their title  thereto.  Any
Discoveries  and Works  which,  within sixty days after the  termination  of the
Executive's employment by Ascent, are made, disclosed,  reduced to a tangible or
written form or  description,  or are reduced to practice by the  Executive  and
which  pertain to work  performed by the Executive  while with Ascent shall,  as
between  the  Executive  and  Ascent,  be  presumed to have been made during the
Executive's employment by Ascent.


<PAGE>











      5.    Termination.  This Agreement shall remain in effect during
the Employment Period, and this Agreement and Executive's employment with
Ascent may be terminated only as follows:


<PAGE>











            (a) By the  Executive  (an  "Executive  Election")  at any time upon
sixty (60) days advance  written  notice to Ascent upon an  "Executive  Election
Event" (as defined  below).  In such event or if the  Executive's  employment is
terminated  by Ascent  without  "cause"  (as  defined  below),  there will be no
forfeiture,  penalty,  reduction  or other  adverse  effect  upon any  rights or
interests relating to any Fringe Benefits,  including,  without limitation,  the
SARs and any other stock-based incentives,  all of which will fully vest, to the
extent  not  previously  vested,  immediately  upon  such  termination  becoming
effective  and  final.  Without  limiting  the  foregoing,  in the  event  of an
Executive  Election  or if the  Executive's  employment  is  terminated  without
"cause,"  the  Executive  shall be entitled to receive  the  following  benefits
through  the longer of (x) the  remainder  of the  Employment  Period as if this
Agreement  had  remained in effect  until the end of such  five-year  Employment
Period and (y) one year  following the date of such  termination  (the "Duration
Period"):  (i) his then  current  Base  Salary;  (ii) an Annual  Bonus  equal to
thirty-five  percent (35%) of his then current Base Salary;  and (iii) all other
benefits  provided  pursuant to  Sections  2(c) and (d) of this  Agreement.  The
Executive shall have no obligation to seek other  employment in the event of his
termination pursuant to this paragraph (a), and there shall be no offset against
amounts due the Executive  under this  Agreement on account of any  remuneration
attributable to any subsequent  employment that he may obtain. Ascent shall have
the option at any time during the Duration  Period to pay to the  Executive in a
lump sum the amounts remaining under clauses (i) and (ii) of this paragraph (a).
If Ascent  exercises  such  option,  Ascent  shall have no further  compensation
payment  obligations  under clauses (i) and (ii) above.  Upon any termination of
the  Executive's  employment  under this Section 5(a),  Ascent shall establish a
"rabbi"  trust,  i.e.,  a trust  for  the  benefit  of the  Executive  which  is
irrevocable  by Ascent,  but whose assets will be available to Ascent's  general
creditors  upon  Ascent's  insolvency,  with  terms  and  provisions  reasonably
acceptable to the Executive,  and shall contribute to such trust an amount equal
to the sum of all  payments  to be  made  to the  Executive  by  reason  of such
termination of employment,  including, but not limited to, the amounts set forth
in Sections  5(a)(i),  (ii) and (iii),  and the amount which the Executive would
receive if he exercised all of his SARs and  stock-based  incentives on the date
of his  termination  of  employment.  Ascent shall at all times remain liable to
carry out its  obligations  under this  Agreement,  but such  obligations may be
satisfied with the assets of such trust distributed pursuant to the terms of the
trust, and any such  distribution  shall reduce Ascent's  obligations under this
Agreement.  In all  circumstances of termination under this Section 5(a), Ascent
shall   remain    obligated    under   clause   (iii)   and   all    stock-based
incentives(including  the SARs) will remain  exercisable  for the maximum period
provided in each applicable grant.


<PAGE>











            An "Executive Election Event" shall be any of the following: (I) any
substantial  reduction  (except  in  connection  with  the  termination  of  his
employment  voluntarily  by the  Executive  or by Ascent for  "cause" as defined
below) by Ascent,  without  the  Executive's  express  written  consent,  of his
responsibilities  as Vice President,  Finance and Controller of Ascent; (II) any
change in the  reporting  structure  set forth in Section 1(b) above;  (III) any
requirement  that  Executive  perform  material  services of lesser stature than
those typically performed by the principal  accounting officer and controller of
comparably  sized  companies in the  entertainment  industry;  (IV) a "Change of
Control Event" (as defined in Section 7(a) below);  provided that in such event,
the amounts payable to the Executive under this Section 5(a) will be contributed
to the "rabbi" trust as provided  above no later than one day before such change
of control becomes  effective,  whether or not the Executive has given notice of
termination  at such time,  and payable to the  Executive in a lump sum upon the
effectiveness  of his termination as a result of a Change in Control Event;  (V)
any other  material  default  of this  Agreement  which  continues  for ten (10)
business days  following  Ascent's  receipt of written notice from the Executive
specifying the manner in which Ascent is in default of this Agreement;  (VI) the
Board=s  requiring  Executive to be based at any office  location other than the
principal offices of Ascent, or the relocation,  without Executive=s consent, of
such  principal  offices to a location  outside the greater Denver area prior to
the second anniversary of the Effective Date; or (VII) any purported termination
of  Executive=s   employment  otherwise  than  as  expressly  permitted  by  the
Agreement.


<PAGE>











            (b) By  Ascent  at any  time  for  "cause."  For  purposes  of  this
Agreement,  Ascent shall have "cause" to terminate  the  Executive's  employment
hereunder  upon (i) the  continued  and  deliberate  failure of the Executive to
perform his  material  duties,  in a manner  substantially  consistent  with the
manner reasonably prescribed by the CFO and in accordance with the terms of this
Agreement  (other than any such failure  resulting  from his  incapacity  due to
physical or mental illness),  which failure continues for ten (10) business days
following the Executive's  receipt of written notice from the CFO specifying the
manner in which the Executive is in default of his duties,  (ii) the engaging by
the  Executive  in  intentional   serious  misconduct  that  is  materially  and
demonstrably injurious to Ascent or its reputation,  which misconduct,  if it is
reasonably capable of being cured, is not cured by the Executive within ten (10)
business days following the  Executive's  receipt of written notice from the CFO
specifying  the  serious  misconduct  engaged  in by the  Executive,  (iii)  the
conviction of the Executive of commission of a felony involving a crime of moral
turpitude,  whether or not such felony was committed in connection with Ascent's
business,  or (iv) any material breach by the Executive of Section 8 hereof.  If
Ascent shall terminate the Executive's  employment for "cause," there will be no
forfeiture, penalty, reduction or other adverse effect upon any vested rights or
interests  relating  to any Fringe  Benefits.  In such  event,  Ascent,  in full
satisfaction of all of Ascent's  obligations under this Agreement and in respect
of the  termination of the  Executive's  employment  with Ascent,  shall pay the
Executive his Base Salary,  a prorated Annual Bonus and all other  compensation,
benefits and  reimbursement  through the date of termination of his  employment,
provided  that the SARs and any other  stock  options  granted to the  Executive
under the Ascent option or any successor plan shall terminate three months after
the date of termination of his employment for "cause".


<PAGE>











      6.    Disability; Death.


<PAGE>











            (a) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive  shall be unable to perform  substantially  his duties by
reason  of  disability  or  impairment  of health  for at least six  consecutive
calendar  months,  Ascent  shall have the right to terminate  this  Agreement by
giving sixty (60) days written notice to the Executive to that effect,  but only
if at the time such  notice is given  such  disability  or  impairment  is still
continuing. Following the expiration of the notice period, the Employment Period
shall terminate, and Ascent's payment obligations to the Executive under Section
2(a) and (b) shall terminate with the payment of the Executive's Base Salary for
the month in which the Employment  Period terminates and a prorated Annual Bonus
through such month, and there will be no forfeiture, penalty, reduction or other
adverse  effect  upon any  vested  rights or  interests  relating  to any Fringe
Benefits;  provided  that the SARs and any other  stock  options  granted to the
Executive  under the Ascent option plan or any successor plan shall become fully
vested and shall terminate in accordance with their terms,  but in no event less
than one year after such termination, notwithstanding the limitations of Section
2(d) of this Agreement. In the event of a dispute as to whether the Executive is
disabled  within the  meaning of this  paragraph  (a),  or the  duration  of any
disability, either party may request a medical examination of the Executive by a
doctor  appointed  by the  Chief of  Staff  of a  hospital  selected  by  mutual
agreement of the parties, or as the parties may otherwise agree, and the written
medical  opinion of such doctor shall be conclusive and binding upon the parties
as to  whether  the  Executive  has  become  disabled  and the  date  when  such
disability  arose. The cost of any such medical  examinations  shall be borne by
Ascent.


<PAGE>











            (b) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive shall die, Ascent shall pay to the Executive's estate his
Base Salary and a prorated  Annual  Bonus  through the end of the month in which
the  Executive's  death  occurred,  at which time the  Employment  Period  shall
terminate  without  further  notice  and there will be no  forfeiture,  penalty,
reduction or other adverse  effect upon any vested rights or interests  relating
to any  Fringe  Benefits;  provided  that the SARs and any other  stock  options
granted to the  Executive  under the Ascent  option plan or any  successor  plan
shall  become  fully  vested  and  shall  terminate  one year  after the date of
termination  of  the  Executive=s  employment  for  death,  notwithstanding  the
limitations of Section 2(d) of this Agreement.


<PAGE>











            (c) Nothing  contained  in this  Section 6 shall impair or otherwise
affect any rights and interests of the Executive under any compensation  plan or
arrangement of Ascent which may be adopted by the Board.


<PAGE>











      7.    Change of Control.


<PAGE>











            (a) If, prior to the termination of the Employment Period,  there is
a "Change of Control Event" (as hereinafter  defined in this paragraph (a)), the
Executive shall have the right to exercise his Executive  Election in accordance
with Section  5(a)(IV) by giving  notice  either prior to such Change of Control
Event  becoming  effective  or up to 180 days  following  such Change of Control
Event,  but  termination  pursuant  to such  notice  shall  not take  effect  in
accordance  with  Section  5(a) in any event  prior to 120 days  following  such
Change of Control Event,  however  payment to the Executive shall be made as set
forth in Section  5(a)(IV).  The  expiration  of such  180-day  period shall not
affect the  Executive's  right to give notice under Section 5(a) with respect to
any other  Executive  Election Event. A "Change of Control Event" shall mean and
include either the occurrence of any of the following with respect to Ascent, or
any of the following  becoming highly likely to occur, in the  determination  of
the Board:  (i) the acquisition by any  individual,  entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act")) (a "Person") of beneficial  ownership  (within
the meaning of Rule 13d-3  promulgated under the Exchange Act) of 20% or more of
either  (A) the then  outstanding  shares of common  stock of the  Company  (the
"Outstanding Company Common Stock") or (B) the combined voting power of the then
outstanding  voting  securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting  Securities");  provided,
however, that for purposes of this clause (i), the following  acquisitions shall
not  constitute  a Change of  Control:  (1) any  acquisition  directly  from the
Company, (2) any acquisition by the Company, (3) any acquisition by any employee
benefit plan (or related  trust)  sponsored or  maintained by the Company or any
corporation  controlled by the Company or (4) any acquisition by any corporation
pursuant to a transaction which complies with clauses (1), (2) and (3) of clause
(iii) below;  or (ii)  individuals  who, as of the date hereof,  constitute  the
Board (the  "Incumbent  Board")  cease for any reason to  constitute  at least a
majority  of the  Board;  provided,  however,  that any  individual  becoming  a
director  subsequent  to the date  hereof  whose  election,  or  nomination  for
election by the  Company's  shareholders,  was  approved by a vote of at least a
majority  of  the  directors  then  comprising  the  Incumbent  Board  shall  be
considered as though such individual were a member of the Incumbent  Board,  but
excluding,  for this purpose,  any such individual  whose initial  assumption of
office  occurs  as a result of an actual or  threatened  election  contest  with
respect to the election or removal of  directors  or other actual or  threatened
solicitation  of proxies or consents by or on behalf of a Person  other than the
Board; or (iii)  Consummation of a  reorganization,  merger or  consolidation or
sale or other  disposition  of all or  substantially  all of the  assets  of the
Company  (a  "Business  Combination"),  in each  case,  unless,  following  such
Business  Combination,  (1)  all or  substantially  all of the  individuals  and
entities  who were  the  beneficial  owners,  respectively,  of the  Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
50% of,  respectively,  the then  outstanding  shares  of  common  stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors,  as the case may be, of the  corporation
resulting  from such Business  Combination  (including,  without  limitation,  a
corporation  which as a result of such  transaction  owns the  Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries)  in  substantially   the  same  proportions  as  their  ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and  Outstanding  Company  Voting  Securities,  as the case may be, (2) no
Person  (excluding any corporation  resulting from such Business  Combination or
any employee  benefit plan (or related trust) of the Company or such corporation
resulting  from  such  Business  Combination)  beneficially  owns,  directly  or
indirectly, 20% or more of, respectively,  the then outstanding shares of common
stock  of the  corporation  resulting  from  such  Business  Combination  or the
combined  voting  power  of the  then  outstanding  voting  securities  of  such
corporation  except to the  extent  that  such  ownership  existed  prior to the
Business  Combination and (3) at least a majority of the members of the board of
directors of the  corporation  resulting  from such  Business  Combination  were
members  of the  Incumbent  Board at the time of the  execution  of the  initial
agreement,  or  of  the  action  of  the  Board,  providing  for  such  Business
Combination;  or (iv) approval by the  stockholders of the Company of a complete
liquidation or dissolution of the Company.


<PAGE>











            (b)  In the  event  that  Ascent  adopts  any  "change  of  control"
provisions applicable to any Ascent benefits plans, respectively,  providing for
the accelerated vesting and/or payment of any benefits for its senior management
group,  solely to the extent that such provisions give Executive  greater rights
than those provided in paragraph (a) above,  such better  provisions shall apply
to the  Executive  to the same extent as other  Ascent  senior  executives  on a
favored  nations  basis with  respect to the  benefits  affected  by such Ascent
provisions, respectively.


<PAGE>











      8.    Non-Competition.


<PAGE>











            (a) As an inducement  for Ascent to enter into this  Agreement,  the
Executive  agrees  that for a period  commencing  as of the  Effective  Date and
running  through  the  earlier  of (i) the end of the  Employment  Period if the
Executive  remains employed by Ascent for the entire  Employment  Period or (ii)
one year  following  termination  of the  Executive's  employment  by Ascent for
"cause" as defined in Section 5(b) hereof,  or by the  Executive  for any reason
(other than an Executive  Election  Event,  in which case the provisions of this
paragraph  (a) shall not apply) (the  "Non-Competition  Period"),  the Executive
shall  not,  without  the  prior  written  consent  of  the  Board,   engage  or
participate,  directly or indirectly, as principal,  agent, employee,  employer,
consultant, stockholder, partner or in any other individual capacity whatsoever,
in the conduct or management of, or own any stock or any other equity investment
in or debt of, any business which is competitive with any business  conducted by
Ascent.


<PAGE>











            For the purpose of this Agreement, a business shall be considered to
be  competitive  with any business of Ascent only if such business is engaged in
providing  services or products (i) substantially  similar to (A) any service or
product  currently  provided by Ascent  during the  Employment  Period;  (B) any
service  or  product  which  directly  evolves  from or  directly  results  from
enhancements  in the ordinary  course during the  Non-Competition  Period to the
services  or  products  provided  by Ascent as of the date  hereof or during the
Employment  Period;  or (C) any future  service or product of Ascent as to which
the Executive  materially and  substantially  participated in the development or
enhancement,  and (ii) to customers,  distributors  or clients  served by Ascent
during the Non-Competition Period.


<PAGE>











            (b)  Non-Solicitation  of  Employees.   During  the  Non-Competition
Period,  the  Executive  will not (for his own benefit or for the benefit of any
person or entity  other  than  Ascent)  solicit,  or assist any person or entity
other than Ascent to  solicit,  any  officer,  director,  executive  or employee
(other than an  administrative  or clerical  employee) of Ascent to leave his or
her employment.


<PAGE>











            (c) Reasonableness;  Interpretation.  The Executive acknowledges and
agrees,  solely for purposes of determining the enforceability of this Section 8
(and not for  purposes  of  determining  the amount of money  damages or for any
other  reason),  that  (i)  the  markets  served  by  Ascent  are  national  and
international  and are not  dependent  on the  geographic  location of executive
personnel or the  businesses by which they are employed;  (ii) the length of the
Non-Competition  Period is linked to the term of the  Employment  Period and the
severance  benefit  provided for in Section 5(a); and (iii) the above  covenants
are reasonable as an inducement for Ascent to enter into this Agreement, and the
parties  expressly  agree  that  such  restrictions  have  been  designed  to be
reasonable and no greater than is required for the protection of Ascent.  In the
event that the  covenants in this Section 8 shall be  determined by any court of
competent  jurisdiction  in any  action to be  unenforceable  by reason of their
extending for too great a period of time or over too great a  geographical  area
or by reason of their being too  extensive in any other  respect,  they shall be
interpreted to extend only over the maximum period of time for which they may be
enforceable,  and/or over the maximum  geographical area as to which they may be
enforceable  and/or to the maximum extent in all other respects as to which they
may be enforceable, all as determined by such court in such action.


<PAGE>











            (d)  Investment.  Nothing  in this  Agreement  shall  be  deemed  to
prohibit  the  Executive   from  owning  equity  or  debt   investments  in  any
corporation,  partnership  or other  entity  which is  competitive  with Ascent,
provided that such  investments (i) are passive  investments and constitute five
percent (5%) or less of the outstanding  equity securities of such an entity the
equity securities of which are traded on a national securities exchange or other
public market, or (ii) are approved by the Board.


<PAGE>











      9. Indemnification;  Liability Insurance.  The Executive shall be entitled
to indemnification  and coverage under Ascent's  liability  insurance policy for
directors  and  officers to the same extent as other  directors  and officers of
Ascent.  During  and  after  the term of  employment,  Ascent  hereby  agrees to
indemnify and hold Executive harmless against any and all claims arising from or
in  connection  with his  employment  by or service to Ascent to the full extent
permitted  by law and,  in  connection  therewith,  to advance  the  expenses of
Executive  incurred in defending against such claims subject to such limitations
as may actually be required by law.


<PAGE>











      10. Enforcement. The Executive acknowledges that a breach of the covenants
or  provisions  contained  in Sections 3, 4 and 8 of this  Agreement  will cause
irreparable  damage to Ascent,  the exact  amount of which will be  difficult to
ascertain,  and that the remedies at law for any such breach will be inadequate.
Accordingly, the Executive agrees that if the Executive breaches or threatens to
breach any of the  covenants or  provisions  contained in Sections 3, 4 and 8 of
this Agreement, in addition to any other remedy which may be available at law or
in equity,  Ascent shall be entitled to seek specific performance and injunctive
relief.


<PAGE>











      11.   Arbitration.


<PAGE>











            (a) Subject to Ascent's right to enforce  Sections 3, 4 and 8 hereof
by an  injunction  issued by a court  having  jurisdiction  (which  right  shall
prevail  over and  supersede  the  provisions  of this  Section 11), any dispute
relating to this  Agreement,  including the  enforceability  of this Section 11,
arising  between the Executive and Ascent shall be settled by arbitration  which
shall be  conducted  in  Denver,  Colorado,  or any  other  location  where  the
Executive  then  resides at  Ascent's  request,  before a single  arbitrator  in
accordance  with the commercial  arbitration  rules of the American  Arbitration
Association ("AAA").  Within 90 days after the Effective Date, the parties shall
mutually agree upon three possible arbitrators, one of whom shall be selected by
the AAA within 2 days  after  notice of a dispute  to be  arbitrated  under this
Section 11. The parties  shall  instruct the  arbitrator  to use his or her best
efforts to conclude the  arbitration  within 60 days after notice of the dispute
to AAA.


<PAGE>











            (b) The award of any such arbitrator  shall be final.  Judgment upon
such award may be entered by the prevailing  party in any federal or state court
sitting in Denver,  Colorado  or any other  location  where the  Executive  then
resides at Ascent's request.


<PAGE>











            (c)  The  parties  will  bear  their  own  costs   associated   with
arbitration and will each pay one-half of the arbitration costs and fees of AAA;
however,  the arbitrator may in his sole discretion  determine that the costs of
the arbitration  proceedings,  including attorneys= fees, shall be paid entirely
by one party to the  arbitration  if the  arbitrator  determines  that the other
party is the prevailing party in such arbitration.


<PAGE>











      12.   Indemnification and Gross-up for Excise Taxes.

      (a) The Company hereby  indemnifies  the Executive and holds the Executive
harmless  from  and  against  any  and  all  liabilities,   costs  and  expenses
(including,  without  limitation,  reasonable  attorneys'  fees and  costs)  the
Executive may incur as a result of the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") or any similar  provision
of  state or  local  income  tax law  (the  "Excise  Tax"),  to the end that the
Executive  shall be placed in the same tax position with respect to all payments
under this Agreement and all other payments from the Company to the Executive in
the nature of compensation as the Executive would have been in if the Excise Tax
had never been enacted.  In  furtherance  of such  indemnification,  the Company
shall pay to the Executive a payment (the "Gross-Up  Payment") in an amount such
that,  after payment by the Executive of all taxes,  including  income taxes and
the Excise Tax imposed on the  Gross-Up  Payment and any  interest or  penalties
(other than interest and penalties imposed by reason of the Executive's  failure
to file timely tax returns or to pay taxes shown due on such returns and any tax
liability,  including interest and penalties, unrelated to the Excise Tax or the
Gross-Up  Amount),  the Executive  shall be placed in the same tax position with
respect to all payments  under this  Agreement  and all other  payments from the
Company to the Executive in the nature of  compensation  as the Executive  would
have been in if the  Excise Tax had never  been  enacted.  At such time or times
necessary  to  carry  out  the  purposes  of  this  Section  12 in  view  of the
withholding requirement of Section 4999(c)(1) of the Code, but in no event later
than December 31 of each year in which the Executive receives a payment from the
Company under this Agreement or in the nature of compensation, the Company shall
pay to the Executive one or more Gross-Up  Payments for all payments  under this
Agreement and any other payments in the nature of compensation which the Company
determines are "excess parachute  payments" under Section 280G(b)(1) of the Code
("Excess  Parachute  Payments").  If,  through a  determination  of the Internal
Revenue Service or any state or local taxing  authority (a "Taxing  Authority"),
or a judgment of any court, the Executive becomes liable for an amount of Excise
Tax not  covered by the  Gross-Up  Payment  payable  pursuant  to the  preceding
sentence,  the Company shall pay the Executive an additional Gross-up Payment to
make the Executive  whole for such  additional  Excise Tax;  provided,  however,
that,  pursuant to Section  12, the Company  shall have the right to require the
Executive to protest, contest, or appeal any such determination or judgment. For
purposes  of this  Section  12, any amount  which the  Company  is  required  to
withhold under Sections 3402 or 4999 of the Code or under any other provision of
law shall be deemed to have been paid to the Executive.

      (b) Upon payment to the Executive of a Gross-Up Payment, the Company shall
provide the Executive with a written statement showing the Company's computation
of such  Gross-Up  Payment and the Excess  Parachute  Payments and Excise Tax to
which it relates, and setting forth the Company's determination of the amount of
gross income the Executive is required to recognize as a result of such payments
and the Executive's  liability for the Excise Tax. The Executive shall cause the
Executive's federal, state, and local income tax returns for the period in which
the  Executive  receives  such  Gross-Up  Payment  to be  prepared  and filed in
accordance  with such  statement,  and upon such  filing,  the  Executive  shall
certify in writing to the Company  that such  returns  have been so prepared and
filed. At the Executive's  request,  the Company shall furnish to the Executive,
at no cost to the Executive,  assistance in preparing the  Executive's  federal,
state,  and local  income  tax  returns  for the  period in which the  Executive
receives   such   Gross-Up   Payment   in   accordance   with  such   statement.
Notwithstanding  the  provisions  of Section  12(a),  the  Company  shall not be
obligated to indemnify the Executive from and against any tax liability, cost or
expense  (including,  without  limitation,  any  liability for the Excise Tax or
attorney's  fees or costs) to the extent such tax liability,  cost or expense is
attributable  to the  Executive's  failure to comply with the  provisions of the
Section 12(b).

      (c) If any controversy arises between the Executive and a Taxing Authority
with respect to the  treatment on any return of the Gross-Up  Amount,  or of any
payment the Executive  receives from the Company as an Excess Parachute Payment,
or with respect to any return which a Taxing  Authority  asserts  should show an
Excess Parachute Payment,  including,  without limitation, any audit, protest to
an appeals authority of a Taxing Authority or litigation (a "Controversy"),  the
Company shall have the right,  solely with respect to a  Controversy,  to direct
the  Executive  to protest or contest any  proposed  adjustment  or  deficiency,
initiate an appeals procedure with any Taxing  Authority,  commence any judicial
proceeding,  make any settlement  agreement,  or file a claim for refund of tax,
and the  Executive  shall not take any of such steps  without the prior  written
approval  of  the  Company.  If the  Company  elects,  the  Executive  shall  be
represented  in any  Controversy by attorneys,  accountants,  and other advisors
selected by the Company,  and the Company shall pay the fees, costs and expenses
of such attorneys, accountants, or advisors, and any tax liability the Executive
may incur as a result of such payment.  The Executive  shall promptly notify the
Company of any communication  with a Taxing  Authority,  and the Executive shall
promptly furnish to the Company copies of any written  correspondence,  notices,
or documents  received from a Taxing  Authority  relating to a Controversy.  The
Executive  shall  cooperate  fully  with  the  Company  in the  handling  of any
Controversy  by  furnishing  to the Company  any  information  or  documentation
relating  to or  bearing  upon  the  Controversy;  provided,  however,  that the
Executive shall not be obligated to furnish to the Company copies of any portion
of the  Executive's tax returns which do not bear upon, and are not affected by,
the Controversy.

      (d) The  Executive  shall pay over to the  Company,  within  ten (10) days
after the Executive's  receipt thereof,  any refund the Executive  receives from
any Taxing Authority of all or any portion of the Gross-Up Payment or the Excise
Tax,  together  with any  interest  the  Executive  receives  from  such  Taxing
Authority on such refund. For purposes of this Section 12(d), a reduction in the
Executive's tax liability  attributable to the previous  payment of the Gross-Up
Amount or the Excise Tax shall be deemed to be a refund.  If the Executive would
have  received  a refund of all or any  portion of the  Gross-Up  Payment or the
Excise  Tax,  except the a Taxing  Authority  offset  the amount of such  refund
against other tax liabilities,  interest, or penalties,  the Executive shall pay
the  amount of such  offset  over to the  Company  together  with the  amount of
interest the Executive  would have  received  from the Taxing  Authority if such
offset had been an actual  refund,  within ten (10) days after receipt of notice
from the Taxing Authority of such offset.



<PAGE>





      13. Severability.  Should any provision of this Agreement be determined to
be  unenforceable  or prohibited by any applicable  law, such provision shall be
ineffective to the extent, and only to the extent, of such  unenforceability  or
prohibition  without  invalidating  the balance of such  provision  or any other
provision of this Agreement, and any such unenforceability or prohibition in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.


<PAGE>











      14.  Assignment.   The  Executive's  rights  and  obligations  under  this
Agreement  shall  not  be  assignable  by the  Executive.  Ascent's  rights  and
obligations  under this  Agreement  shall not be  assignable by Ascent except as
incident to the transfer, by merger or otherwise, of all or substantially all of
the  business  of Ascent.  In the event of any such  assignment  by Ascent,  all
rights of Ascent hereunder shall inure to the benefit of the assignee.


<PAGE>











      15. Notices.  All notices and other  communications  which are required or
may be given  under this  Agreement  shall be in writing  and shall be deemed to
have been duly given when received if personally delivered;  when transmitted if
transmitted by telecopy,  electronic or digital  transmission  method,  provided
that in such case it shall also be sent by certified or registered mail,  return
receipt requested;  the day after it is sent, if sent for next day delivery to a
domestic  address  by  recognized  overnight  delivery  service  (e.g.,  Federal
Express);  and upon  receipt,  if sent by certified or registered  mail,  return
receipt requested. Unless otherwise changed by notice, in each case notice shall
be sent to:


<PAGE>











            If to Executive, addressed to:


<PAGE>











                  David A. Holden


<PAGE>





                  5220 South Flower Street


<PAGE>





                  Littleton, Colorado 80123


<PAGE>











            If to Ascent, addressed to:


<PAGE>











                  Ascent Entertainment Group, Inc.


<PAGE>





                  1200 Seventeenth Street


<PAGE>





                  Denver, Colorado 80202


<PAGE>





                  Attention: James A. Cronin, III


<PAGE>





                  Telecopier No. (303) 595-0823


<PAGE>











            With a copy to:



<PAGE>





                  Ascent Entertainment Group


<PAGE>





                  1200 Seventeenth Street


<PAGE>





                  Denver, Colorado 80202


<PAGE>





                  Attention: Arthur M. Aaron


<PAGE>





                  Telecopier No. (303) 595-0127

            16. Miscellaneous.  This Agreement constitutes the entire agreement,
and  supersedes  all prior  agreements,  of the parties  hereto  relating to the
subject matter hereof, and there are no written or oral terms or representations
made  by  either  party  other  than  those  contained   herein.  No  amendment,
supplement,  modification  or waiver of this  Agreement  shall be binding unless
executed  in  writing  by  the  party  to  be  bound   thereby.   The  validity,
interpretation,  performance  and enforcement of the Agreement shall be governed
by the laws of the State of  Colorado.  The  headings  contained  herein are for
reference purposes only and shall not in any way affect the
      meaning or interpretation of this Agreement.



<PAGE>


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


<PAGE>












                                          /s/ David A.
Holden
                                          David A. Holden, Executive

                                          ASCENT ENTERTAINMENT GROUP, INC.


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






<PAGE>








                                                                    EXHIBIT 99.1

PRESS RELEASE

ASCENT ENTERTAINMENT GROUP, INC.


Ascent Entertainment Board Names Lyons Chairman; Elects Three New Directors

COMSAT-Appointed Members Resign as Spin-off Is Complete

For Release:

6:30 a.m. NYT Monday, June 30, 1997

Contact:    Media             Analysts                Analysts
            Paul Jacobson           Karen Amrhine           Jim Cronin
            Ascent                  Sard, Verbinnen         Ascent
            (303) 626-7060          (212) 687-8080          (303) 626-7060
Denver,  Colo.  The Ascent  Entertainment  Group,  Inc.  (NASDAQ:GOAL)  Board of
Directors on Friday named Ascent President and CEO Charlie Lyons Chairman of the
Board and elected as new Board members  former  Liberty Media  President and CEO
Peter Barton,  Ascent Executive Vice President of Finance and COO Jim Cronin and
Paul Gould,  managing  director  and  executive  vice  president of the New York
investment bank Allen & Company.
            Lyons replaces  Chairman  Robert G.  Schwartz,  who was appointed by
COMSAT Corporation and resigned Friday along with three other COMSAT appointees,
Ed Colodny,  Allen E. Flower and Allan G. Korobov,  in connection  with Ascent's
spin-off from COMSAT.

            "We now have a superlative Board, one that knows our business," said
Lyons. "We have worked with Paul as our investment banker at Allen & Company and
Jim as our Executive VP of Finance and COO, while Peter brings his extraordinary
record of accomplishment in the television industry - having built Liberty Media
Corporation  into one of TV's most respected  programming  entities.  Along with
Chuck  Lillis,  president  of US WEST  Media  Group and Chuck  Neinas,  formerly
executive director of the College Football  Association,  Ascent's Board is well
equipped to be totally focused on building value for Ascent  stockholders."  The
tax-free  dividend of Ascent  shares from COMSAT  Corporation  (NYSE:CQ)  to its
shareholders  became effective Friday afternoon at 3:00 mountain time. Under the
terms   of  the   distribution,   COMSAT   Corporation   shareholders   received
approximately  one-half share of Ascent stock for each share of COMSAT stock. As
a result of the  spin-off,  Ascent is now a fully  publicly-traded,  independent
Colorado-based  media and  entertainment  company  with all 29.8  million of its
common shares  trading on the NASDAQ stock  exchange  under the ticker symbol of
GOAL.


<PAGE>






            "Our  independence  is a major  milestone for Ascent,"  added Lyons.
"Now we must begin to build value for our  stockholders  through the combination
of solid  operating  performance and the  accomplishment  of some key goals that
will allow us to build value."

            Barton is former  president and chief  executive  officer of Liberty
Media  Corporation  and executive  vice president of  Tele-Communications,  Inc.
(TCI).  Prior to the  TCI/Liberty  merger of August 1994,  Barton was president,
chief   executive   officer  and  a  director  at  Liberty,   then  a  separate,
publicly-held  company,  from its  incorporation  in 1991.  He served in various
positions  at  TCI  from  1984  to  1991.   Barton  is  currently  a  media  and
communications  industry  advisor and serves on the board of  directors of First
Albany Corporation, Black Entertainment Television and HSN, Inc.

            Gould has been  managing  director and executive  vice  president of
Allen & Company,  Incorporated  for over 10 years and has been with the  company
for 20 years. Allen & Company is a financial advisor to Ascent and acted as lead
underwriter in the company's initial public offering in December, 1995. Gould is
a director of  Tele-Communications,  Inc. (TCI),  United Video Satellite  Group,
Choice Hotels International, Inc. and Tele-Communications International, Inc.

            Cronin  has been  Executive  Vice  President  of  Finance  and Chief
Operating  Officer of Ascent since June 1996. Before that he was a financial and
management  consultant and a partner in Alfred Checchi  Associates.  Cronin is a
director of On Command Corporation,  Ascent's 57 percent-owned  subsidiary,  and
Landair Services, Inc.

            Ascent   Entertainment   Group's  principal  business  is  providing
pay-per-view  entertainment and information  services through its majority-owned
On   Command   Corporation.   In   addition,   Ascent  is   involved   in  other
entertainment-related  businesses  including  ownership and operation of the NBA
Denver Nuggets and NHL Colorado Avalanche,  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.




<PAGE>



;


                                      MORE

PRESS RELEASE

ASCENT ENTERTAINMENT GROUP, INC.

Ascent Entertainment Group, Inc. Declares Dividend Distribution of
Preferred Share Purchase Rights - Adopts Changes to Corporate Bylaws

For Release:

6:30 a.m. NYT Monday, June 30, 1997

Contact:    Media             Analysts          Analysts
            Paul Jacobson           Jim Cronin        Karen Amrhine
            Ascent                  Ascent            Sard, Verbinnen
            (303) 626-7060          (303) 626-7010    (212) 687-8080

Denver,  Colo. In connection  with the spin-off of Ascent  Entertainment  Group,
Inc.  from  COMSAT  Corporation,  the new Ascent  Board of  Directors  on Friday
declared a dividend  distribution  of one Preferred Share Purchase Right on each
outstanding  share of the Company's  common stock and adopted several changes to
the company's bylaws.

            Charlie Lyons, Chairman, President and CEO of the company, said "The
rights are designed to ensure that all of Ascent's stockholders receive fair and
equal  treatment  in the event of any  proposed  takeover  of the company and to
guard against partial tender offers, squeeze-outs, open market accumulations and
other abusive tactics to gain control of Ascent without paying all  stockholders
a control premium."

            The rights  will be  exercisable  if a person or group  acquires  15
percent or more of the  company's  common  stock or announces a tender offer the
consummation  of which  would  result  in  ownership  by a person or group of 15
percent or more of the common stock. Each right will entitle stockholders to buy
one one-hundredth of a share of a new series of junior  participating  preferred
stock at an exercise price of $40.00.

            If a  person  or  group  acquires  15  percent  or more of  Ascent's
outstanding  common  stock,  each right will entitle its holder (other than such
person or group) to purchase,  at the right's  then-current  exercise  price,  a
number of the company's common shares having a market value of twice such price.
In  addition,  if Ascent is acquired in a merger or other  business  combination
transaction  after a person has  acquired  15  percent or more of the  company's
outstanding  common  stock,  each right will entitle its holder (other than such
person or group) to purchase, at the

<PAGE>



                                     ;


right's  exercise price of $40.00,  a number of the acquiring  company's  common
shares having a market value of twice such price.

            Following  the  acquisition  by a  person  or  group  of  beneficial
ownership  of 15  percent  or more of  Ascent's  common  stock  and  prior to an
acquisition of up to 50 percent or more of the company's common stock, the Board
of Directors  may exchange the rights (other than rights owned by such person or
group),  in whole or part, at an exchange ratio of one share of common stock (or
one one-hundredth of a share of the new series of junior participating preferred
stock) per right.

            Prior  to  the  acquisition  by a  person  or  group  of  beneficial
ownership of 15 percent or more of the company's  common  stock,  the rights are
redeemable for one cent per right at the option of the Board of Directors.

            The Board of Directors is also  authorized  to reduce the 15 percent
threshold referred to above to not less than 10 percent.

            The rights are intended to enable all Ascent stockholders to realize
the  long-term  value of their  investment  in the company.  The rights will not
prevent a takeover,  but should  encourage anyone seeking to acquire the company
to negotiate with the Board of Directors prior to attempting a takeover.

            The dividend  distribution  will be made on July 10, 1997 payable to
stockholders  of record on that date.  The rights will expire on July 10,  2007.
The  rights  distribution  is not  taxable  to  stockholders.  A  more  detailed
description of the rights will be sent to stockholders.

            On Friday,  the Ascent Board  adopted five changes to the  company's
bylaws that,  along with the  stockholders  rights plan,  will guard against the
disruption caused by an unsolicited takeover attempt. The first change adds more
detailed provisions specifying the procedures by which stockholders may nominate
directors and introduce  business to be considered at meetings of  stockholders.
The second modifies  procedures for scheduling and conducting the annual meeting
of  stockholders.  The third limits the ability of  stockholders to call special
meetings.  The fourth bylaw change refines the procedures by which  stockholders
can act by  written  consent.  The  fifth and final  change  adds more  detailed
provisions relating to director and officer indemnification.

            Ascent   Entertainment   Group's  principal  business  is  providing
pay-per-view  entertainment and information  services through its majority-owned
On Command  Corporation  (NASDAQ:ONCO).  In addition,  Ascent  (NASDAQ:GOAL)  is
involved in other entertainment-related businesses in

<PAGE>



ASCENT -- PREFERRED STOCK DIVIDEND

JUNE 30, 1997 -- PAGE ;1


cluding  ownership  and  operation  of the NBA Denver  Nuggets and NHL  Colorado
Avalanche, 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": 449750}]
{"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": "97637344"}, "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"}}
July 8, 1997

BY EDGAR

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

      On behalf of Ascent Entertainment  Group, Inc. (the "Company"),  submitted
for filing under the Securities  Exchange Act of 1934, as amended, is a complete
copy of a Current  Report on Form 8-K, with  exhibits,  relating to, among other
things,  the Preferred Share Purchase Rights to be distributed by the Company to
shareholders  of record on July 10,  1997  pursuant  to a dividend  distribution
declared on June 27, 1997.

      Please do not  hesitate  to contact  the  undersigned  with any  questions
regarding the enclosed.

                                    Very truly yours,

                                    /s/ David B. Ehrlich

                                    David B. Ehrlich
                                    Assistant General Counsel

DBE/ml
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 27, 1997

                        ASCENT ENTERTAINMENT GROUP, INC.
               (Exact Name of Registrant as Specified in Charter)

                                    DELAWARE
                            (State of Incorporation)

        0-27192                                      52-1930707
                                                                 Commission File
                                                                      Number(IRS
                                                                        Employer
                                                      Identification No.)

1200 SEVENTEENTH STREET, SUITE 2800
                                                             DENVER,
                                                      COLORADO
                                                      80202
                                                      (Address of Principal
                                                      Executive Officers)(Zip
                                                      Code)

                                  (303) 626-7000
                          Registrant's Telephone Number
9

Item 5.     Other Events.

            On June 27, 1997, Ascent  Entertainment Group, Inc. ("Ascent" or the
"Company")  issued  a  press  release  confirming  the  consummation  of  COMSAT
Corporation's  spin-off of its 80.67%  ownership  interest in Ascent to COMSAT's
shareholders through a tax-free dividend. Additionally, as noted in the release,
two COMSAT  officers,  Allen Flower and Alan  Korobov and two COMSAT  directors,
Edwin  Colodny  and Robert  Schwartz,  resigned as  directors  of Ascent and Mr.
Schwartz resigned as Chairman of the Ascent Board.  Immediately thereafter,  the
remaining  members of the Ascent Board acted to set the size of the Board at six
members  and  elected  Peter  Barton,  James A.  Cronin,  III and Paul  Gould as
directors  of Ascent and named  Charlie  Lyons,  President  and CEO of Ascent as
Chairman of the Board.

            Additionally  on June 27,  1997,  the Board of  Directors  of Ascent
declared a dividend of one preferred  share  purchase right (a "Right") for each
outstanding  share of common  stock,  par  value  $.01 per  share  (the  "Common
Shares"),  of the Company. The dividend is payable on July 10, 1997 (the "Record
Date") to the  stockholders  of record on that  date.  Each Right  entitles  the
registered  holder to purchase from the Company one  one-hundredth of a share of
Series A Junior  Participating  Preferred  Stock,  par value $.01 per share (the
"Preferred  Shares"),  of the Company at a price of $40.00 per one one-hundredth
of a  Preferred  Share  (the  "Purchase  Price"),  subject  to  adjustment.  The
description  and terms of the  Rights are set forth in a Rights  Agreement  (the
"Rights  Agreement")  between the  Company  and The Bank of New York,  as Rights
Agent (the "Rights Agent").

            Until  the  earlier  to  occur  of (i) 10 days  following  a  public
announcement  that a person or group of  affiliated  or  associated  persons (an
"Acquiring  Person")  have acquired  beneficial  ownership of 15% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors  prior to such time as any person
or group of  affiliated  persons  becomes an  Acquiring  Person)  following  the
commencement  of, or  announcement  of an  intention  to make, a tender offer or
exchange  offer  the  consummation  of  which  would  result  in the  beneficial
ownership by a person or group of 15% or more of the outstanding  Common Shares,
(the earlier of such dates being the  "Distribution  Date"),  the Rights will be
evidenced,  with respect to any of the Common Share certificates  outstanding as
of the Record Date, by such Common Share  certificate with a copy of the Summary
of Rights attached thereto.

            The Rights Agreement  provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights),  the Rights will be transferred
with and only with the Common Shares.  Until the  Distribution  Date (or earlier
redemption or expiration of the Rights),  new Common Share  certificates  issued
after the Record  Date upon  transfer  or new  issuance  of Common  Shares  will
contain a notation  incorporating  the Rights Agreement by reference.  Until the
Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  the
surrender for transfer of any certificates  for Common Shares  outstanding as of
the Record Date,  even without such  notation or a copy of the Summary of Rights
being  attached  thereto,  will  also  constitute  the  transfer  of the  Rights
associated with the Common Shares  represented by such  certificate.  As soon as
practicable  following the Distribution Date, separate  certificates  evidencing
the  Rights  ("Right  Certificates")  will be mailed to holders of record of the
Common  Shares as of the close of  business  on the  Distribution  Date and such
separate Right Certificates alone will evidence the Rights.

            The Rights are not  exercisable  until the  Distribution  Date.  The
Rights will expire on July 10, 2007 (the "Final  Expiration  Date"),  unless the
Final  Expiration Date is extended or unless the Rights are earlier  redeemed or
exchanged by the Company, in each case, as described below.

            The Purchase  Price payable,  and the number of Preferred  Shares or
other securities or property  issuable,  upon exercise of the Rights are subject
to adjustment from time to time to prevent  dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
securities  convertible into Preferred Shares with a conversion price, less than
the  then-current  market  price  of the  Preferred  Shares  or  (iii)  upon the
distribution to holders of the Preferred  Shares of evidences of indebtedness or
assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
retained  earnings or dividends  payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

            The   number  of   outstanding   Rights   and  the   number  of  one
one-hundredths  of a Preferred  Share  issuable  upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock  dividend on the  consolidations  or  combinations  of the Common Shares
occurring, in any such case, prior to the Distribution Date.

            Preferred Shares purchasable upon exercise of the Rights will not be
redeemable.  Each  Preferred  Share will be entitled  to a minimum  preferential
quarterly  dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend  declared per Common  Share.  In the event of
liquidation,  the holders of the Preferred  Shares will be entitled to a minimum
preferential  liquidation  payment of $100 per share but will be  entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes,  voting together with the Common Shares.  Finally, in
the event of any merger,  consolidation  or other  transaction  in which  Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount  received per Common  Share.  These rights are protected by customary
anti-dilution provisions.

            Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights,  the value of the one  one-hundredth  interest in a Preferred
Share  purchasable  upon exercise of each Right should  approximate the value of
one Common Share.

            In the  event  that the  Company  is  acquired  in a merger or other
business  combination  transaction or 50% or more of its consolidated  assets or
earning  power are sold after a person or group has become an Acquiring  Person,
proper  provision  will be made so that each  holder of a Right will  thereafter
have the  right  to  receive,  upon the  exercise  thereof  at the then  current
exercise  price of the  Right,  that  number of  shares  of common  stock of the
acquiring company which at the time of such transaction will have a market value
of two times the  exercise  price of the Right.  In the event that any person or
group of affiliated or associated  persons becomes an Acquiring  Person,  proper
provision  shall be made so that  each  holder  of a Right,  other  than  Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter  have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.

            At any time after any person or group  becomes an  Acquiring  Person
and  prior  to the  acquisition  by such  person  or group of 50% or more of the
outstanding  Common  Shares,  the Board of Directors of the Company may exchange
the Rights  (other  than  Rights  owned by such  person or group which will have
become void),  in whole or in part, at an exchange ratio of one Common Share, or
one  one-hundredth  of a Preferred  Share (or of a share of a class or series of
the  Company's  preferred  stock  having  equivalent  rights,   preferences  and
privileges), per Right (subject to adjustment).

            With certain exceptions, no adjustment in the Purchase Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such Purchase Price. No fractional  Preferred  Shares will be issued (other than
fractions  which are  integral  multiples  of one  one-hundredth  of a Preferred
Share,  which may, at the  election of the Company,  be evidenced by  depositary
receipts) and, in lieu thereof,  an adjustment in cash will be made based on the
market price of the  Preferred  Shares on the last trading day prior to the date
of exercise.

            At any  time  prior  to the  acquisition  by a  person  or  group of
affiliated or associated  persons of beneficial  ownership of 15% or more of the
outstanding  Common Shares, the Board of Directors of the Company may redeem the
Rights,  in whole but not in part, at a price of $.01 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time on such
basis with such  conditions as the Board of Directors,  in its sole  discretion,
may  establish.  Immediately  upon any  redemption  of the Rights,  the right to
exercise the Rights will  terminate  and the only right of the holders of Rights
will be to receive the Redemption Price.

            The terms of the Rights may be amended by the Board of  Directors of
the Company  without the  consent of the  holders of the  Rights,  including  an
amendment  to lower  certain  thresholds  described  above to not less  than the
greater of (i) the sum of .001% and the largest  percentage  of the  outstanding
Common  Shares  then known to the Company to be  beneficially  owned by any such
person or group of affiliated or  associated  persons and (ii) 10%,  except that
from and after  such time as any  person or group of  affiliated  or  associated
persons becomes an Acquiring  Person no such amendment may adversely  affect the
interests of the holders of the Rights.

            Until a Right is exercised,  the holder thereof,  as such, will have
no rights as a stockholder of the Company,  including,  without limitation,  the
right to vote or to receive dividends.

            A copy of the Rights  Agreement has been filed as an Exhibit hereto.
This  summary  description  of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement,  which is hereby
incorporated herein by reference.

            On June 27, 1997,  the  Company's  Board of Directors  also approved
certain  amendments to the Company's Bylaws relating to, among other things, (i)
procedures to be followed by stockholders to nominate  director  candidates,  to
bring business  before a  stockholders'  meeting and to act by written  consent,
(ii)  eliminating  the  ability of  stockholders  to call  special  meetings  of
stockholders and (iii)  indemnification of directors and officers.  The Board of
Directors also amended the employment  agreements between the Company and two of
its executive  officers,  and entered into employment  agreements with two other
executive officers.  Copies of the Company's Amended and Restated Bylaws and the
Employment  Agreements  between the Company and its executive officers have been
filed as Exhibits hereto and are incorporated herein by reference.

            Item 7.Exhibits.

                              3.1Amended and Restated Bylaws of Ascent
                  Entertainment Group, Inc. as of June 27, 1997.

                              4.1Rights Agreement, dated as of June 27, 1997,
                  between Ascent Entertainment Group, Inc. and The Bank of
                  New York.

                              10.1Amended and Restated Employment Agreement
                  by and between Ascent Entertainment Group, Inc. and Charles
                  Lyons.

                              10.2Amended and Restated Employment Agreement
                  by and between Ascent Entertainment Group, Inc. and James
                  A. Cronin, III.

                              10.3Employment Agreement by and between Ascent
                  Entertainment Group, Inc. and Arthur M. Aaron.

                              10.4Employment Agreement by and between Ascent
                  Entertainment Group, Inc. and David A. Holden.

                              99.1Press Release, dated June 27, 1997.
SIGNATURE

            Pursuant  to  the  requirements  of  Section  12 of  the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          ASCENT ENTERTAINMENT GROUP, INC.

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

            Dated:July 8, 1997
EXHIBIT LIST

      3.1   Amended and Restated Bylaws of Ascent
            Entertainment Group, Inc. as of June
            27, 1997.

                  4.1Rights Agreement, dated as of June 27,
            1997, between Ascent Entertainment Group,
            Inc. and The Bank of New York.

                  10.1Amended and Restated Employment Agreement
            by and between Ascent Entertainment Group,
            Inc. and Charles Lyons.

                  10.2Amended and Restated Employment Agreement
            by and between Ascent Entertainment Group,
            Inc. and James A. Cronin, III.

                  10.3Employment Agreement by and between Ascent
            Entertainment Group, Inc. and Arthur M.
            Aaron.

                  10.4Employment Agreement by and between Ascent
            Entertainment Group, Inc. and David A.
            Holden.

                  99.1Press Release, dated June 27, 1997.
18

                                                                     EXHIBIT 3.1
                           AMENDED AND RESTATED BYLAWS

                                       OF

                        ASCENT ENTERTAINMENT GROUP, INC.

                               as of June 27, 1997

                                   ARTICLE I.

                                     OFFICES

            The Corporation  shall maintain a registered  office in the State of
Delaware as required by law. The Corporation may also have offices at such other
places both  within and without the State of Delaware as the Board of  Directors
may from time to time determine or the business of the Corporation may require.

                                   ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

            Section 1. Place of Meetings.  All meetings of the  stockholders for
the  election of  directors  shall be held at such place,  within or without the
State of  Delaware,  as shall be  designated  from  time to time by the Board of
Directors and stated in the notice of the meeting.  Meetings of stockholders for
any other  purpose  may be held at such time and place,  within or  without  the
State of Delaware,  as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

            Section 2. Annual Meetings. Annual meetings of stockholders shall be
held on such date and at such time as shall be  designated  from time to time by
the Board of Directors  and stated in the notice of the  meeting,  at which they
shall elect by a plurality  vote a board of directors,  subject to the rights of
any series of stock having a preference over the Common Stock of the Corporation
as to dividends or upon liquidation ("Preferred Stock") to elect directors under
specified  circumstances,  and transact  such other  business as may properly be
brought before the meeting.

            Section 3. Special Meetings. Subject to the rights of the holders of
any series of Preferred  Stock with  respect to such series of Preferred  Stock,
special  meetings  of the  stockholders,  for any  purpose or  purposes,  unless
otherwise  prescribed by statute or by the Certificate of Incorporation,  may be
called only by the Chairman of the Board or by the Board of  Directors  pursuant
to a resolution adopted by a majority of the total number of directors which the
Corporation would have if there were no vacancies (the "Whole Board").  Business
transacted  at any  special  meeting  of  stockholders  shall be  limited to the
purposes stated in the notice.

            Section 4.  Notice of  Meetings.  Written or printed  notice of each
meeting,  stating  the place,  date and hour of the  meeting  and the purpose or
purposes for which the meeting is called,  shall be delivered by the Corporation
to each  stockholder of record entitled to vote at such meeting not less than 10
nor more than 60 days  before the date of the  meeting.  If mailed,  such notice
shall be deemed to be delivered  when  deposited in the United  States mail with
postage  thereon  prepaid,  addressed  to the  stockholder  at his address as it
appears on the stock  transfer  books of the  Corporation.  Such further  notice
shall be given as may be required by law. Meetings may be held without notice if
all stockholders  entitled to vote are present,  or if notice is waived by those
not present in  accordance  with  Section 2 of Article VI of these  Bylaws.  Any
previously  scheduled meeting of the stockholders may be postponed,  and (unless
the Certificate of Incorporation  otherwise provides) any special meeting of the
stockholders  may be canceled,  by  resolution  of the Board of  Directors  upon
public notice given prior to the date  previously  scheduled for such meeting of
stockholders.

            Section  5.  Quorum;  Adjournments  of  Meetings.  The  holders of a
majority  of the  stock  issued  and  outstanding  and  entitled  to vote in the
election of directors thereat,  present in person or represented by proxy, shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business,  except as otherwise  provided by the  Certificate  of  Incorporation.
However, when specified business is to be voted on by a class or series of stock
voting as a class,  the  holders  of a  majority  of the shares of such class or
series shall  constitute a quorum of such class or series for the transaction of
such business.  The Chairman of the meeting or the stockholders entitled to vote
thereat,  present in person or represented by proxy, shall have power to adjourn
the meeting from time to time,  whether or not there is such a quorum. No notice
of the time and place of adjourned  meetings need be given except as required by
law. At a duly called meeting at which a quorum is present or  represented,  any
business may be transacted until adjournment,  notwithstanding the withdrawal of
enough stockholders to leave less than a quorum.
Section 6. Vote;  Proxy.  In all matters  other than the election of
directors, when a quorum is present at any meeting, the vote of the holders of a
majority  of the  shares  of stock  having  voting  power  present  in person or
represented  by proxy  and  entitled  to vote on the  matter  shall  decide  any
question  brought before such meeting,  except as otherwise  provided by express
provision of the statutes,  the  Certificate of  Incorporation  or these Bylaws.
Unless otherwise provided in the Certificate of Incorporation,  each stockholder
shall at every meeting of the  stockholders be entitled to one vote in person or
by proxy for each share of the capital  stock  having  voting power held by such
stockholder  on the record date set by the Board of Directors as provided for in
Section 6 of  Article V of these  Bylaws,  but no proxy  shall be voted on after
three years from its date,  unless the proxy provides for a longer  period.  All
proxies must be filed with the Secretary of the  Corporation at the beginning of
each meeting in order to be counted in any vote at the meeting.
Section 7.  Notice of Stockholder Business and Nominations.
(A) Annual Meetings of Stockholders.  (1) Nominations of persons for
election  to the Board of  Directors  of the  Corporation  and the  proposal  of
business to be considered by the  stockholders  may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's  notice of meeting,  (b) by or
at the  direction  of the Board of Directors  or (c) by any  stockholder  of the
Corporation  who was a  stockholder  of  record  at the time of giving of notice
provided  for in this  Bylaw,  who is  entitled  to vote at the  meeting and who
complies with the notice procedures set forth in this Bylaw.
(2) For nominations or other business to be properly  brought before
an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this Bylaw,  the stockholder must have given timely notice thereof in writing to
the Secretary of the  Corporation  and such other  business must  otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice shall
be  delivered  to  the  Secretary  at the  principal  executive  offices  of the
Corporation  not later than the close of  business  on the 60th day nor  earlier
than the close of business on the 90th day prior to the first anniversary of the
preceding year's annual meeting;  provided,  however, that in the event that the
date of the  annual  meeting  is more  than 30 days  before or more than 60 days
after such anniversary  date,  notice by the stockholder to be timely must be so
delivered  not earlier  than the close of business on the 90th day prior to such
annual meeting and not later than the close of business on the later of the 60th
day prior to such  annual  meeting  or the 10th day  following  the day on which
public  announcement  of  the  date  of  such  meeting  is  first  made  by  the
Corporation.  In no event shall the public  announcement of an adjournment of an
annual  meeting  commence a new time  period  for the giving of a  stockholder's
notice as described above. Such  stockholder's  notice shall set forth (a) as to
each  person  whom  the  stockholder   proposes  to  nominate  for  election  or
re-election  as a director  all  information  relating  to such  person  that is
required to be disclosed in  solicitations  of proxies for election of directors
in an election  contest,  or is  otherwise  required,  in each case  pursuant to
Regulation  14A under the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act"),  and Rule 14a-11  thereunder  (including such person's written
consent to being named in the proxy  statement  as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting,  a brief  description of the business desired to be
brought  before the meeting,  the reasons for  conducting  such  business at the
meeting and any material  interest in such business of such  stockholder and the
beneficial  owner,  if any, on whose behalf the proposal is made;  and (c) as to
the  stockholder  giving the notice and the beneficial  owner,  if any, on whose
behalf  the  nomination  or  proposal  is made (i) the name and  address of such
stockholder,  as they appear on the Corporation's  books, and of such beneficial
owner and (ii) the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner.
(3)  Notwithstanding  anything in the second  sentence of  paragraph
(A)(2) of this Bylaw to the contrary,  in the event that the number of directors
to be elected to the Board of Directors  of the  Corporation  is  increased  and
there is no public  announcement by the  Corporation  naming all of the nominees
for director or specifying the size of the increased Board of Directors at least
70 days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the
Corporation  not later than the close of business on the 10th day  following the
day on which such public announcement is first made by the Corporation.
(B) Special  Meetings of  Stockholders.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting  pursuant to the  Corporation's  notice of meeting.  Nominations  of
persons for election to the Board of Directors may be made at a special  meeting
of  stockholders  at  which  directors  are  to  be  elected   pursuant  to  the
Corporation's  notice  of  meeting  (a) by or at the  direction  of the Board of
Directors  or (b)  provided  that the Board of  Directors  has  determined  that
directors  shall  be  elected  at  such  meeting,  by  any  stockholder  of  the
Corporation  who is a  stockholder  of  record  at the time of  giving of notice
provided for in this Bylaw, who shall be entitled to vote at the meeting and who
complies with the notice  procedures  set forth in this Bylaw.  In the event the
Corporation  calls a special meeting of stockholders for the purpose of electing
one or more  directors  to the  Board of  Directors,  any such  stockholder  may
nominate  a  person  or  persons  (as the case may  be),  for  election  to such
position(s)  as  specified  in  the  Corporation's  notice  of  meeting,  if the
stockholder's  notice  required  by  paragraph  (A)(2)  of this  Bylaw  shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier  than the close of  business  on the 90th day prior to such  special
meeting  and not later than the close of  business  on the later of the 60th day
prior to such special  meeting or the 10th day following the day on which public
announcement  is  first  made of the  date  of the  special  meeting  and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event  shall the public  announcement  of an  adjournment  of a special  meeting
commence a new time period for the giving of a stockholder's notice as described
above.
(C) General.  (1) Only such persons who are  nominated in accordance
with the  procedures  set  forth in this  Bylaw  shall be  eligible  to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance  with the procedures
set forth in this Bylaw. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws,  the Chairman of the meeting shall have the power
and duty to  determine  whether a  nomination  or any  business  proposed  to be
brought  before  the  meeting  was made or  proposed,  as the  case  may be,  in
accordance  with the  procedures  set forth in this Bylaw and,  if any  proposed
nomination  or business is not in  compliance  with this Bylaw,  to declare that
such defective proposal or nomination shall be disregarded.
(2) For  purposes of this Bylaw,  "public  announcement"  shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or  comparable  national or  international  news  service or in a document
publicly filed by the  Corporation  with the Securities and Exchange  Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3)  Notwithstanding  the  foregoing  provisions  of this  Bylaw,  a
stockholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this Bylaw.  Nothing in this Bylaw shall be deemed to affect any rights
(i) of stockholders to request inclusion of proposals in the Corporation's proxy
statement  pursuant to Rule 14a-8 under the  Exchange Act or (ii) of the holders
of  any  series  of  Preferred   Stock  to  elect   directors   under  specified
circumstances.
Section 8. Action in Lieu of Meeting.  Unless otherwise  provided in
the Certificate of Incorporation,  any action required to be taken at any annual
or special meeting of stockholders of the  Corporation,  or any action which may
be taken at any annual or special  meeting  of such  stockholders,  may be taken
without a meeting,  without  prior  notice and  without a vote,  if a consent in
writing,  setting  forth the action so taken,  shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking of
the corporate  action without a meeting by less than unanimous  written  consent
shall be given to those stockholders who have not consented in writing.
Section 9. Record Date for Action by Written Consent.  In order that
the Corporation may determine the stockholders  entitled to consent to corporate
action in writing  without a meeting,  the Board of  Directors  may fix a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing the record  date is  adopted  by the Board of  Directors,  and which date
shall not be more than 10 days after the date upon which the  resolution  fixing
the record date is adopted by the Board of Directors.  Any stockholder of record
seeking to have the  stockholders  authorize or take corporate action by written
consent  shall,  by  written  notice  to the  Secretary,  request  the  Board of
Directors to fix a record date. The Board of Directors  shall  promptly,  but in
all events  within 10 days  after the date on which such a request is  received,
adopt a resolution  fixing the record date.  If no record date has been fixed by
the Board of  Directors  within 10 days of the date on which  such a request  is
received,  the record date for determining  stockholders  entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable  law,  shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the  Corporation by delivery to its registered  office in Delaware,
its  principal  place of business or to any officer or agent of the  Corporation
having custody of the book in which  proceedings of meetings of stockholders are
recorded.  Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been  fixed by the  Board of  Directors  and  prior  action  by the Board of
Directors  is  required  by  applicable  law,  the record  date for  determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting  shall be at the  close of  business  on the date on which  the Board of
Directors adopts the resolution taking such prior action.
Section  10.  Inspectors  of  Written  Consent.  In the event of the
delivery,  in the  manner  provided  by  Section  9 of this  Article  II, to the
Corporation  of the  requisite  written  consent or consents  to take  corporate
action  and/or any related  revocation or  revocations,  the  Corporation  shall
engage nationally recognized independent inspectors of elections for the purpose
of promptly  performing a ministerial review of the validity of the consents and
revocations.  For the  purpose of  permitting  the  inspectors  to perform  such
review,  no action by written consent without a meeting shall be effective until
such date as the  independent  inspectors  certify to the  Corporation  that the
consents  delivered  to the  Corporation  in  accordance  with Section 9 of this
Article  II  represent  at least  the  minimum  number  of votes  that  would be
necessary to take the  corporate  action.  Nothing  contained in this  paragraph
shall in any way be construed to suggest or imply that the Board of Directors or
any stockholder  shall not be entitled to contest the validity of any consent or
revocation   thereof,   whether  before  or  after  such  certification  by  the
independent  inspectors,  or  to  take  any  other  action  (including,  without
limitation,  the  commencement,  prosecution or defense of any  litigation  with
respect thereto, and the seeking of injunctive relief in such litigation).
Section 11. Effectiveness of Written Consent.  Every written consent
shall bear the date of signature of each  stockholder  who signs the consent and
no written  consent shall be effective to take the corporate  action referred to
therein  unless,  within 60 days of the date the earliest dated written  consent
was received in accordance  with Section 9 of this Article II, a written consent
or  consents  signed by a  sufficient  number of holders to take such action are
delivered  to the  Corporation  in the  manner  prescribed  in Section 9 of this
Article II.
Section 12.  Stockholders  Record. The officer who has charge of the
stock ledger of the Corporation  shall prepare and make, at least 10 days before
every meeting of stockholders,  a complete list of the stockholders  entitled to
vote at the meeting,  arranged in alphabetical order, and showing the address of
each  stockholder  and the  number  of  shares  registered  in the  name of each
stockholder.  Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days  prior to the  meeting,  either at a place  within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting,  or, if not so  specified,  at the place where the meeting is to be
held.  The list  shall  also be  produced  and kept at the time and place of the
meeting during the whole time thereof,  and may be inspected by any  stockholder
who is present.
ARTICLE III.
DIRECTORS
Section 1. Powers.  The business of the Corporation shall be managed
by or under the  direction  of its Board of  Directors  which may  exercise,  in
addition to the powers and authorities by these Bylaws expressly  conferred upon
them, all such powers of the  Corporation and do all such lawful acts and things
as are not by statute or by the Certificate of  Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.
Section 2. Number of Directors. Subject to the rights of the holders
of  any  series  of  Preferred   Stock  to  elect   directors   under  specified
circumstances,  and subject to  compliance  with law and the  provisions  of the
Corporation's  Certificate of  Incorporation,  the number of directors  shall be
fixed  from time to time  exclusively  pursuant  to a  resolution  adopted  by a
majority of the Whole Board.
Section 3. Compensation of Directors. Unless otherwise restricted by
the Certificate of Incorporation  or these Bylaws,  the Board of Directors shall
have the authority to fix the  compensation  of directors.  The directors may be
paid their  expenses,  if any,  of  attendance  at each  meeting of the Board of
Directors  and may be paid a fixed sum for  attendance  at each  meeting  of the
Board of  Directors  or a stated  salary  as  director.  No such  payment  shall
preclude any director  from serving the  Corporation  in any other  capacity and
receiving compensation  therefor.  Members of special or standing committees may
be allowed like compensation for attending committee meetings.
Section 4.  Place of Meetings.  The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Delaware.
Section  5.  Regular  Meetings.  Regular  meetings  of the  Board of
Directors  may be held  without  notice at such time and at such  place as shall
from time to time be determined by the Board of Directors.
Section  6.  Special  Meetings.  Special  meetings  of the  Board of
Directors  shall be called by the  Chairman  of the Board,  the  President  or a
majority  of the Board of  Directors  then in  office.  The  person  or  persons
authorized to call special  meetings of the Board of Directors may fix the place
and time of the meetings.
Section 7. Notice.  Notice of any special meeting of directors shall
be given to each  director  at his  business  or  residence  in  writing by hand
delivery,  first-class  or  overnight  mail  or  courier  service,  telegram  or
facsimile  transmission,  or orally by telephone. If mailed by first-class mail,
such notice shall be deemed  adequately  delivered  when deposited in the United
States mails so addressed,  with postage thereon prepaid, at least 5 days before
such meeting.  If by telegram,  overnight mail or courier  service,  such notice
shall be deemed  adequately  delivered  when the  telegram is  delivered  to the
telegraph  company or the notice is delivered to the  overnight  mail or courier
service  company  at  least  24  hours  before  such  meeting.  If by  facsimile
transmission,  such notice shall be deemed adequately  delivered when the notice
is transmitted at least 12 hours before such meeting. If by telephone or by hand
delivery,  the notice shall be given at least 12 hours prior to the time set for
the meeting.  Neither the business to be transacted  at, nor the purpose of, any
regular or special  meeting of the Board of  Directors  need be specified in the
notice of such meeting, except for amendments to these Bylaws, as provided under
Section  Article IX. A meeting may be held at any time without notice if all the
directors  are  present or if those not present  waive  notice of the meeting in
accordance with Section 2 of Article VI of these Bylaws.
Section 8.  Quorum.  At all  meetings  of the Board of  Directors  a
majority  of  the  number  of  directors  constituting  the  Whole  Board  shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors,  except as may be otherwise  specifically provided by
statute,  by the Certificate of  Incorporation  or by these Bylaws.  If a quorum
shall not be present at any meeting of the Board of Directors, a majority of the
directors  present  thereat may adjourn the meeting  from time to time,  without
notice other than  announcement at the meeting.  The directors present at a duly
organized  meeting  may  continue  to  transact   business  until   adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.
Section 9. Action in Lieu of Meeting. Unless otherwise restricted by
the  Certificate  of  Incorporation  or these  Bylaws,  any action  required  or
permitted  to be taken  at any  meeting  of the  Board  of  Directors  or of any
committee thereof may be taken without a meeting, if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of  proceedings  of the Board
of Directors or such committee.
Section 10. Conference Call Meeting.  Unless otherwise restricted by
the  Certificate  of  Incorporation  or these  Bylaws,  members  of the Board of
Directors,  or  any  committee  designated  by  the  Board  of  Directors,   may
participate in a meeting of the Board of Directors,  or any committee,  by means
of conference  telephone or similar  communications  equipment by means of which
all  persons  participating  in the  meeting  can  hear  each  other,  and  such
participation in a meeting shall constitute presence in person at the meeting.
Section  11.  Committees  of the  Board of  Directors.  The Board of
Directors  may,  by  resolution  passed  by a  majority  of the  Whole  Board of
Directors, designate one or more committees, each committee to consist of one or
more of the directors of the  Corporation.  The Board of Directors may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.
In the absence or disqualification  of a member of a committee,  the
member or members  thereof  present at any  meeting  and not  disqualified  from
voting,  whether or not he or they constitute a quorum, may unanimously  appoint
another  member of the Board of  Directors to act at the meeting in the place of
any such absent or disqualified member.
Any such committee,  to the extent provided in the resolution of the
Board of Directors,  shall have and may exercise all the powers and authority of
the Board of  Directors  in the  management  of the  business and affairs of the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers  which may  require  it,  but no such  committee  shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's  property and
assets,  recommending to the  stockholders a dissolution of the Corporation or a
revocation of a dissolution,  or amending the Bylaws of the Corporation.  Unless
the  resolution  creating such  committee or the  Certificate  of  Incorporation
expressly  so provide,  no such  committee  shall have the power or authority to
declare  a  dividend  or to  authorize  the  issuance  of  stock  or to  adopt a
certificate  of ownership and merger.  Such  committee or committees  shall have
such name or names as may be determined from time to time by resolution  adopted
by the Board of Directors.
Section 12.  Minutes of Meetings.  Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.
ARTICLE IV.
OFFICERS
Section 1. General.  The officers of the Corporation shall be chosen
by the Board of Directors  and shall be a president,  a secretary and such other
officers as in its opinion are  desirable for the conduct of the business of the
Corporation.  The Board of Directors  may also choose a  treasurer,  one or more
vice presidents, and one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person,  unless the Certificate of
Incorporation  or these Bylaws  otherwise  provide.  The Board of Directors  may
appoint such other officers and agents as it shall deem necessary who shall hold
their  offices for such terms and shall  exercise  such powers and perform  such
duties as shall be determined from time to time by the board.
Section  2.  Powers  and  Duties.   Each  of  the  officers  of  the
Corporation shall, unless otherwise ordered by the Board of Directors, have such
powers and duties as generally  pertain to his respective office as well as such
powers and duties as from time to time may be conferred upon him by the Board of
Directors.
Section 3.  Compensation.  The rates and method of compensation
of all officers of the Corporation shall be fixed by the Board of Directors
or a committee thereof.
Section 4. Term of Office;  Removal and Vacancy. The officers of the
Corporation shall hold office until their successors are chosen and qualify. Any
officer  elected or appointed  by the Board of  Directors  may be removed at any
time by the  affirmative  vote of a  majority  of the  Board of  Directors.  Any
vacancy  occurring in any office of the Corporation shall be filled by the Board
of Directors.
Section  5. Power to Vote  Stock.  Unless  otherwise  ordered by the
Board of Directors,  the president of the Corporation  shall have the full power
and authority on behalf of the  Corporation to attend and to vote at any meeting
of the  stockholders of any Corporation in which the Corporation may hold stock,
and may  exercise on behalf of the  Corporation  any and all of their rights and
powers  incident to the  ownership  of such stock at any such  meeting and shall
have power and authority to execute and deliver proxies, waivers and consents on
behalf of the  Corporation in connection with the exercise by the Corporation of
the rights and powers  incident to the  ownership  of such  stock.  The Board of
Directors,  from time to time,  may confer like powers upon any other  person or
persons.
ARTICLE V.
CAPITAL STOCK
Section 1.  Certificates  of Stock.  The  shares of the  Corporation
shall be represented by a certificate or shall be  uncertificated.  Certificates
shall be signed by, or in the name of the  Corporation  by, the chairman or vice
chairman of the Board of Directors, or the president or a vice president, and by
the  treasurer  or an  assistant  treasurer,  or the  secretary  or an assistant
secretary of the Corporation.
Section 2. Facsimile  Signatures.  Any or all of the signatures on a
certificate may be facsimile.  In case any officer,  transfer agent or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer,  transfer  agent or registrar  before such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
Section 3. Legends.  If the Corporation shall be authorized to issue
more than one class of stock or more than one series of any class,  the  powers,
designations, preferences and relative, participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and  the  qualification,
limitations or restrictions of such preferences and/or rights shall be set forth
in  full  or  summarized  on the  face or  back  of the  certificate  which  the
Corporation  shall issue to  represent  such class or series of stock,  provided
that, except as otherwise provided in section 202 of the General Corporation Law
of Delaware,  in lieu of the foregoing  requirements,  there may be set forth on
the  face or back of the  certificate  which  the  Corporation  shall  issue  to
represent such class or series of stock, a statement that the  Corporation  will
furnish  without  charge  to  each  stockholder  who  so  requests  the  powers,
designations, preferences and relative, participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations or restrictions of such preferences and/or rights.
Section  4. Lost,  Stolen or  Destroyed  Certificates.  The Board of
Directors may direct a new certificate or certificates or uncertificated  shares
to be issued in place of any certificate or certificates  theretofore  issued by
the Corporation alleged to have been lost, stolen or destroyed,  upon the making
of an affidavit of that fact by the person  claiming the certificate of stock to
be lost,  stolen or destroyed.  When authorizing such issue of a new certificate
or certificates  or  uncertificated  shares,  the Board of Directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
legal  representative,  to advertise the same in such manner as it shall require
and/or to give the  Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the  Corporation  with respect to the
certificate alleged to have been lost, stolen or destroyed.
Section 5. Transfer of Stock.  Upon surrender to the  Corporation or
the transfer agent of the  Corporation of a certificate for shares duly endorsed
or  accompanied by proper  evidence of  succession,  assignation or authority to
transfer,  it shall be the duty of the Corporation to issue a new certificate to
the  person  entitled  thereto,  cancel  the  old  certificate  and  record  the
transaction upon its books.  Upon receipt of proper transfer  instructions  from
the registered owner of uncertificated  shares such uncertificated  shares shall
be canceled and issuance of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the Corporation.
Section 6. Fixing  Record Date.  In order that the  Corporation  may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders  or any  adjournment  thereof,  or to express  consent to corporate
action in  writing  without a meeting,  or  entitled  to receive  payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful  action,  the Board of Directors may fix, in
advance,  a record  date,  which  shall not be more than sixty nor less than ten
days  before  the date of such  meeting,  nor more than  sixty days prior to any
other action.  A determination  of stock holders of record entitled to notice of
or to vote at a meeting of stock holders shall apply to any  adjournment  of the
meeting;  provided,  however,  that the Board of Directors  may fix a new record
date for the adjourned meeting.
Section  7.  Registered  Stockholders.   The  Corporation  shall  be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
or interest in such share or shares on the part of any other person,  whether or
not it shall have express or other notice thereof,  except as otherwise provided
by the laws of the State of Delaware.
ARTICLE VI.
NOTICES
Section 1. Notice.  Whenever,  under the provisions of the statutes,
the Certificate of Incorporation or these Bylaws, notice is required to be given
to any  director or  stockholder,  it shall not be  construed  to mean  personal
notice,  but such notice may be given in  writing,  by mail,  addressed  to such
director  or  stockholder,  at his  address as it appears on the  records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail.
Notice to directors may also be given by telegram or by facsimile.
Section 2. Waiver. Whenever any notice is required to be given under
the  provisions of the  statutes,  the  Certificate  of  Incorporation  or these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice,  whether  before or after the time state  therein,  shall be deemed
equivalent thereto.
ARTICLE VII.
GENERAL PROVISIONS
Section  1.  Dividends.  Dividends  upon  the  capital  stock of the
Corporation  subject to the provisions of the Certificate of  Incorporation,  if
any,  may be  declared  by the Board of  Directors  at any  regular  or  special
meeting,  pursuant to law.  Dividends  may be paid in cash,  in property,  or in
shares of the capital  stock,  subject to the  provisions of the  Certificate of
Incorporation.
Section 2. Reserves.  Before  payment of any dividend,  there may be
set aside out of any funds of the  Corporation  available for dividends such sum
or sums as the directors from time to time, in their absolute discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the Corporation,  or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 3.  Fiscal Year.  The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.
Section 4. Seal. The corporate seal shall have inscribed thereon the
name of the  Corporation,  the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE VIII.
INDEMNIFICATION; ADVANCE OF EXPENSE
Section 1.  Right of Indemnification Generally.
(A) Directors  and Officers.  Each person who was or is made a party
or is  threatened  to be made a party to or is involved in any action,  suit, or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a  "proceeding"),  by reason of the fact that he or she or a person
of whom he or she is the legal representative is or was a director or officer of
the  Corporation  or is or was  serving at the request of the  Corporation  as a
director, officer, employee or agent of another Corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee benefit plans  maintained or sponsored by the Corporation,  whether the
basis  of such  proceeding  is  alleged  action  in an  official  capacity  as a
director, officer, employee or agent or in any other capacity while serving as a
director,  officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the General  Corporation Law
of the State of Delaware as the same exists or may hereafter be amended (but, in
the case of any such amendment,  only to the extent that such amendment  permits
the  Corporation  to  provide  broader  indemnification  rights  than  said  law
permitted  the  Corporation  to provide  prior to such  amendment),  against all
expense, liability and loss (including attorneys' fees, judgments,  fines, ERISA
excise  taxes  or  penalties  and  amounts  paid or to be  paid  in  settlement)
reasonably incurred or suffered by such person in connection  therewith and such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent and shall inure to the benefit of his or her heirs,
executors  and  administrators;  provided,  however,  that except as provided in
Section 3 of this Article VIII, the Corporation  shall indemnify any such person
seeking  indemnification  in  connection  with a  proceeding  (or part  thereof)
initiated  by  such  person  only if  such  proceeding  (or  part  thereof)  was
authorized by the Board of Directors.
(B) Advance of  Expenses;  Undertaking.  Each person  referred to in
Section 1(A) of this Article VIII shall be paid by the  Corporation the expenses
incurred in connection with any proceeding in advance of its final  disposition,
such advances to be paid by the Corporation  within 20 days after the receipt by
the Corporation of a statement or statements  from the claimant  requesting such
advance or advances from time to time; provided,  however,  that, if the General
Corporation  Law of the State of  Delaware  requires,  the  advancement  of such
expenses  incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation,  service
to an employee  benefit  plan) prior to the final  disposition  of a proceeding,
shall be made only upon delivery to the  Corporation  of an undertaking by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately  be  determined  that such  director or officer is not entitled to be
indemnified under this Article VIII or otherwise.
(C) Contract Right. The right to  indemnification  conferred in this
Article VIII and the right to be paid by the Corporation  the expenses  incurred
in  connection  with any such  proceeding  in advance  of its final  disposition
conferred in this Article VIII each shall be a contract right.
Section 2. Written Request;  Determination of Entitlement. To obtain
indemnification  under  this  Article  VIII,  a  claimant  shall  submit  to the
Corporation a written request, including therein or therewith such documentation
and  information  as is  reasonably  available to the claimant and is reasonably
necessary  to  determine  whether and to what extent the claimant is entitled to
indemnification. Upon written request by a claimant for indemnification pursuant
to the first  sentence  of this  Section  2, a  determination,  if  required  by
applicable law, with respect to the claimant's entitlement thereto shall be made
as  follows:  (1) if  requested  by the  claimant,  by  Independent  Counsel (as
hereinafter  defined),  or (2) if no  request  is  made  by the  claimant  for a
determination  by  Independent  Counsel,  (i) by the  Board  of  Directors  by a
majority vote of a quorum consisting of Disinterested  Directors (as hereinafter
defined),  or  (ii)  if a  quorum  of  the  Board  of  Directors  consisting  of
Disinterested Directors is not obtainable or, even if obtainable, such quorum of
Disinterested  Directors so directs, by Independent Counsel in a written opinion
to the Board of  Directors,  a copy of which shall be delivered to the claimant,
or (iii) if a quorum of Disinterested  Directors so directs, by the stockholders
of  the  Corporation.   In  the  event  the   determination  of  entitlement  to
indemnification  is to be made by  Independent  Counsel  at the  request  of the
claimant,  the  Independent  Counsel shall be selected by the Board of Directors
unless  there  shall have  occurred  within  six years  prior to the date of the
commencement  of the action,  suit or proceeding  for which  indemnification  is
claimed a "Change of Control" as defined in Section 10 of this Article  VIII, in
which case the Independent  Counsel shall be selected by the claimant unless the
claimant shall request that such selection be made by the Board of Directors. If
it is so determined that the claimant is entitled to indemnification, payment to
the claimant shall be made within 10 days after such determination.
Section 3. Recovery of Unpaid  Claim.  If a claim under Section 1 of
this Article VIII is not paid in full by the Corporation  within 30 days after a
written  claim  pursuant to Section 2 of this Article VIII has been  received by
the Corporation or, in the case of a claim pursuant to Section 1(B),  within the
20-day period provided  therein,  the claimant may at any time thereafter  bring
suit against the  Corporation  to recover the unpaid amount of the claim and, if
successful in whole or in part,  the claimant  shall be entitled to be paid also
the expense of prosecuting  such claim. It shall be a defense to any such action
(other than action brought to enforce a claim for expenses incurred in defending
any  proceeding  in  advance  of  its  final   disposition  where  the  required
undertaking,  if any is required, has been tendered to the Corporation) that the
claimant has not met the standard of conduct  which makes it  permissible  under
the General  Corporation  Law of the State of Delaware  for the  Corporation  to
indemnify  the claimant for the amount  claimed,  but the burden of proving such
defense  shall be on the  Corporation.  Neither the  failure of the  Corporation
(including its Board of Directors,  Independent Counsel or stockholders) to have
made  a   determination   prior  to  the   commencement   of  such  action  that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable  standard of conduct set forth in the General Corporation
Law of the State of Delaware,  nor an actual  determination  by the  Corporation
(including its Board of Directors, Independent Counsel or stockholders) that the
claimant has not met such applicable standard of conduct,  shall be a defense to
the action or create a presumption  that the claimant has not met the applicable
standard of conduct.
Section 4. Determination of Entitlement  Binding. If a determination
shall  have been  made  pursuant  to  Section  2 of this  Article  VIII that the
claimant is entitled to indemnification,  the Corporation shall be bound by such
determination in any judicial proceeding commenced pursuant to Section 3 of this
Article VIII.
Section 5.  Corporation's  Stipulation of Validity.  The Corporation
shall be precluded from asserting in any judicial proceeding  commenced pursuant
to Section 3 of this Article VIII that the procedures and  presumptions  of this
Article VIII are not valid,  binding and enforceable and shall stipulate in such
proceeding  that the  Corporation is bound by all the provisions of this Article
VIII.
Section  6.  Exclusivity;  Subsequent  Modification.  The  right  to
indemnification  and the payment of expenses  incurred in defending a proceeding
in advance of its final disposition  conferred in this Article VIII shall not be
exclusive  of any other  right  which any person may have or  hereafter  acquire
under any  statute,  provision  of the  Certificate  of  Incorporation,  Bylaws,
agreement,  vote of stockholders  or  Disinterested  Directors or otherwise.  No
repeal  or  modification  of this  Article  VIII  shall in any way  diminish  or
adversely affect the rights of any director,  officer,  employee or agent of the
Corporation  hereunder in respect of any  occurrence or matter  arising prior to
any such repeal or modification.
Section 7. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director,  officer,  employee or agent of the
Corporation or another Corporation,  partnership,  joint venture, trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware. To
the extent that the Corporation  maintains any policy or policies providing such
insurance,  each such  director or  officer,  and each such agent or employee to
which  rights to  indemnification  have been granted as provided in Section 8 of
this Article VIII shall be covered by such policy or policies in accordance with
its or their terms to the maximum extent of the coverage thereunder for any such
director, officer, employee or agent.
Section 8.  Other  Persons  Granted  Right of  Indemnification.  The
Corporation  may,  to the  extent  authorized  from time to time by the Board of
Directors,  grant  rights  to  indemnification,  and  rights  to be  paid by the
Corporation the expenses  incurred in defending any proceeding in advance of its
final  disposition,  to any employee or agent of the  Corporation to the fullest
extent  of  the   provisions   of  this   Article   VIII  with  respect  to  the
indemnification  and  advancement  of expenses of directors  and officers of the
Corporation.
Section  9.  Illegality;   Unenforceability.  If  any  provision  or
provisions  of  this  Article  VIII  shall  be held to be  invalid,  illegal  or
unenforceable  for  any  reason  whatsoever:  (1)  the  validity,  legality  and
enforceability  of the  remaining  provisions  of this Article VIII  (including,
without limitation,  each portion of any Section of this Article VIII containing
any such provision  held to be invalid,  illegal or  unenforceable,  that is not
itself held to be  invalid,  illegal or  unenforceable)  shall not in any way be
affected  or  impaired  thereby;  and (2) to the fullest  extent  possible,  the
provisions of this Article VIII (including,  without limitation, each portion of
any  Section of this  Article  VIII  containing  any such  provision  held to be
invalid,  illegal or unenforceable)  shall be construed so as give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.
Section 10.  Definitions.  For purposes of this Bylaw:
(A) A "Change of Control"  shall be deemed to have occurred if
      (a) any  person (as such term is used in  Sections  13(d) and 14(d) of the
      Exchange Act), other than a trustee or other fiduciary holding  securities
      under an employee benefit plan of the Corporation or a corporation  owned,
      directly  or  indirectly,  by  the  stockholders  of  the  Corporation  in
      substantially  the same  proportions  as their  ownership  of stock of the
      Corporation,  has become the "beneficial  owner" (as defined in Rule 13d-3
      under the Exchange  Act),  directly or  indirectly,  of 20% or more of the
      outstanding  Common  Stock of the  Corporation;  (b)  individuals  who are
      "Continuing Directors" (which shall mean those directors holding office as
      of the date the  indemnified  party  first  took  office  (the  "Incumbent
      Directors") or a director who first took office  subsequent  thereto whose
      election  or  nomination  was  approved  by a  majority  of the  Incumbent
      Directors)  cease to  constitute  a majority  of any class of the Board of
      Directors;  (c) there occurs a  reorganization,  merger,  consolidation or
      other  corporate  transaction  involving  the  Corporation  (a  "Corporate
      Transaction"), in each case, with respect to which the stockholders of the
      Corporation  immediately  prior  to  such  Corporate  Transaction  do not,
      immediately  after  the  Corporate  Transaction,  own more than 60% of the
      combined  voting power of the  Corporation  resulting  from such Corporate
      Transaction; or (d) the stockholders of the Corporation approve a complete
      liquidation or dissolution of the Corporation.
(B)   "Disinterested   Director"   means  a  director  of  the
      Corporation  who is not and was not a party to the  matter in  respect  of
      which indemnification is sought by the claimant.
(C) "Independent  Counsel" means a law firm that is nationally
            recognized for its experience in matters of Delaware Corporation law
            and shall not include any person who, under the applicable standards
            of professional  conduct then  prevailing,  would have a conflict of
            interest in  representing  either the Corporation or the claimant in
            an action to  determine  the  claimant's  rights  under this Article
            VIII.
Section 11. Form and Delivery of Communications. Any notice, request
or other  communication  required or  permitted  to be given to the  Corporation
under this  Article  VII shall be in writing and either  delivered  in person or
sent by  telecopy,  telex,  telegram,  overnight  mail or  courier  service,  or
certified or registered mail, postage prepaid,  return receipt requested, to the
Secretary of the Corporation.
ARTICLE IX.
AMENDMENTS
Section 1. These  Bylaws may be altered,  amended or repealed or new
bylaws may be adopted by the  stockholders  or by the Board of  Directors,  when
such  power is  conferred  upon the Board of  Directors  by the  Certificate  of
Incorporation  at any  regular  meeting of the  stockholders  or of the Board of
Directors  or at any  special  meeting  of the  stockholders  or of the Board of
Directors, provided notice of the proposed change was given in the notice of the
meeting  and,  in the case of a meeting of the Board of  Directors,  in a notice
given not less than two days prior to the meeting.
40

                                                                     EXHIBIT 4.1
ASCENT ENTERTAINMENT GROUP, INC.
and
THE BANK OF NEW YORK,
Rights Agent
Rights Agreement
Dated as of June 27, 1997
TABLE OF CONTENTS
                                                                            Page

                                                                      Section 1.
                                                                         Certain
                                                                    Definitions.
                                                                     . . . . . .
                                                                      . . . . .1
Section 2.  Appointment of Rights Agent. . . . . . . .  7
                                                                  Section 3.
                                                                  Issue of
                                                                  Right
                                                                  Certificates.
                                                                  . . . . . .
                                                                  .7
Section 4.  Form of Right Certificates. . . . . . . . . 9
Section 5.  Countersignature and Registration. . . . .  10
Section 6.  Transfer, Split Up, Combination and
Exchange of Right Certificates;
Mutilated, Destroyed, Lost or
Stolen Right Certificates. . . . . . . . .      11
Section 7.  Exercise of Rights; Purchase Price;
Expiration Date of Rights. . . . . . . . .      12
Section 8.  Cancellation and Destruction of
Right Certificates. . . . . . . . . . . .       14
Section 9.  Availability of Preferred Shares. . . . . 14
Section 10. Preferred Shares Record Date. . . . . . . 15
Section 11. Adjustment of Purchase Price, Number of
Shares or Number of Rights. . . . . . . . 16
Section 12. Certificate of Adjusted Purchase Price
or Number of Shares. . . . . . . . . . . .      26
Section 13. Consolidation, Merger or Sale or Transfer
of Assets or Earning Power. . . . . . . . 26
Section 14. Fractional Rights and Fractional Shares. .      28
Section 15. Rights of Action. . . . . . . . . . . . . 29
Section 16. Agreement of Right Holders. . . . . . . . 30
Section 17. Right Certificate Holder Not Deemed a
Stockholder. . . . . . . . . . . . . . . .      31
Section 18. Concerning the Rights Agent. . . . . . .  31
Section 19. Merger or Consolidation or Change of
Name of Rights Agent. . . . . . . . . . . 32
Section 20. Duties of Rights Agent. . . . . . . . . .       33
Section 21. Change of Rights Agent. . . . . . . . . . 36
Section 22. Issuance of New Right Certificates. . . .       37
Section 23. Redemption. . . . . . . . . . . . . . . . 37
Section 24. Exchange. . . . . . . . . . . . . . . . . 38
Section 25. Notice of Certain Events. . . . . . . . .       40
Section 26. Notices. . . . . . . . . . . . . . . . . .      42
Section 27. Supplements and Amendments. . . . . . . .       43
Section 28. Successors. . . . . . . . . . . . . . . .       43
Section 29. Benefits of this Rights Agreement. . . . .      43
Section 30. Severability. . . . . . . . . . . . . . .       44
Section 31. Governing Law. . . . . . . . . . . . . . .      44
Section 32. Counterparts. . . . . . . . . . . . . . .       44
Section 33. Descriptive Headings. . . . . . . . . . . 44

                                                                     Signatures.
                                                                     . . . . . .
                                                                     . . . . . .
                                                                     . . . . . .
                                                                     . . . . .45
Exhibit A - Form of Certificate of Designations. . .
Exhibit B - Form of Right Certificate. . . . . . . .
Exhibit C - Summary of Rights to Purchase Preferred Shares

            Agreement, dated as of June 27, 1997, between As
cent Entertainment Group, Inc., a Delaware corporation (the "Company"), and
The Bank of New York (the "Rights Agent").

            The Board of Directors of the Company has  authorized and declared a
dividend of one preferred share purchase right (a "Right") for each Common Share
of the Company  outstanding  on July 10, 1997 (the  "Record  Date"),  each Right
representing the right to purchase one  one-hundredth of a Preferred Share, upon
the terms and  subject  to the  conditions  herein set  forth,  and has  further
authorized  and  directed  the issuance of one Right with respect to each Common
Share that shall become outstanding  between the Record Date and the earliest of
the Distribution Date, the Redemption Date and the Final Expiration Date.
Accordingly,  in  consideration  of  the  premises  and  the  mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1.  Certain Definitions.  For purposes of this Rights
Agreement, the following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person who or which,  together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 15% or more of the Common Shares of the Company then  outstanding,  but shall
not include the Company,  any  Subsidiary of the Company,  any employee  benefit
plan of the Company or of any  Subsidiary of the Company,  or any entity holding
Common Shares for or pursuant to the terms of any such plan. Notwithstanding the
foregoing,  no Person  shall  become an  "Acquiring  Person" as the result of an
acquisition  of Common  Shares by the Company  which,  by reducing the number of
shares  outstanding,  increases the proportionate  number of shares Beneficially
Owned by such  Person to 15% or more of the Common  Shares of the  Company  then
outstanding;  provided,  however,  that if a Person shall become the  Beneficial
Owner of 15% or more of the Common  Shares of the Company  then  outstanding  by
reason of share  purchases by the Company and shall,  after such share purchases
by the Company,  become the Beneficial Owner of any additional  Common Shares of
the  Company,  then such  Person  shall be deemed to be an  "Acquiring  Person."
Notwithstanding  the  foregoing,  if the  Board  of  Directors  of  the  Company
determines  in good  faith that a Person who would  otherwise  be an  "Acquiring
Person," as defined pursuant to the foregoing  provisions of this paragraph (a),
has  become  such  inadvertently,   and  such  Person  divests  as  promptly  as
practicable  a sufficient  number of Common  Shares so that such Person would no
longer be an "Acquiring Person," as defined pursuant to the foregoing provisions
of this  paragraph (a), then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Rights Agreement.
(b) "Affiliate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations  under the Exchange Act, as in effect
on the date of this Rights Agreement.
(c) "Associate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations  under the Exchange Act, as in effect
on the date of this Rights Agreement.
(d) A Person shall be deemed the "Beneficial  Owner" of and shall be
deemed to "Beneficially Own" any securities:

            (i)   which such Person or any of such Person's Affiliates or
Associates beneficially owns, directly or indirectly;

            (ii)  which  such  Person  or any of  such  Person's  Affiliates  or
Associates  has (A) the right to  acquire  (whether  such  right is  exercisable
immediately  or only  after the  passage  of time)  pursuant  to any  agreement,
arrangement or understanding  (other than customary  agreements with and between
underwriters  and  selling  group  members  with  respect to a bona fide  public
offering of  securities),  or upon the exercise of conversion  rights,  exchange
rights,  rights (other than these  Rights),  warrants or options,  or otherwise;
provided, however, that a Person shall not be deemed the Beneficial Owner of, or
to Beneficially Own,  securities tendered pursuant to a tender or exchange offer
made by or on  behalf  of such  Person  or any of such  Person's  Affiliates  or
Associates until such tendered securities are accepted for purchase or exchange;
or  (B)  the  right  to  vote  pursuant  to  any   agreement,   arrangement   or
understanding;  provided,  however,  that  a  Person  shall  not be  deemed  the
Beneficial  Owner of, or to  Beneficially  Own, any  security if the  agreement,
arrangement  or  understanding  to vote such  security (1) arises  solely from a
revocable proxy or consent given to such Person in response to a public proxy or
consent  solicitation  made pursuant to, and in accordance  with, the applicable
rules and  regulations  promulgated  under the  Exchange Act and (2) is not also
then  reportable  on Schedule 13D under the Exchange Act (or any  comparable  or
successor report); or

            (iii) which are beneficially owned,  directly or indirectly,  by any
other  Person  with  which such  Person or any of such  Person's  Affiliates  or
Associates has any agreement, arrangement or understanding (other than customary
agreements with and between  underwriters and selling group members with respect
to a bona fide public  offering  of  securities)  for the purpose of  acquiring,
holding,  voting  (except to the extent  contemplated  by the proviso to Section
1(d)(ii)(B)) or disposing of any securities of the Company.
Notwithstanding  anything in this definition of Beneficial Ownership
to the contrary,  the phrase "then  outstanding,"  when used with reference to a
Person's  Beneficial  Ownership of  securities  of the  Company,  shall mean the
number of such securities  then issued and outstanding  together with the number
of such securities not then actually  issued and  outstanding  which such Person
would be deemed to Beneficially Own hereunder.
(e)  "Business  Day"  shall mean any day other  than a  Saturday,  a
Sunday,  or a day on which banking  institutions  in New York are  authorized or
obligated by law or executive order to close.
(f) "Close of Business" on any given date shall mean 5:00 P.M.,  New
York City time,  on such date;  provided,  however,  that, if such date is not a
Business  Day,  it shall  mean  5:00  P.M.,  New  York  City  time,  on the next
succeeding Business Day.
(g) "Common  Shares" when used with  reference to the Company  shall
mean the  shares of common  stock,  par value $.01 per  share,  of the  Company.
"Common  Shares"  when used with  reference to any Person other than the Company
shall mean the capital stock (or equity interest) with the greatest voting power
of such other Person or, if such other Person is a Subsidiary of another Person,
the Person or Persons which ultimately control such first-mentioned Person.
(h)  "Company" shall have the meaning set forth in the preamble
hereof.
(i)  "current  per share  market  price"  shall have the meaning set
forth in Section 11(d) hereof.
(j)  "Distribution Date" shall have the meaning set forth in
Section 3(a) hereof.
(k) "equivalent  preferred  shares" shall have the meaning set forth
in Section 11(b) hereof.
(l)  "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(m)  "Exchange Ratio" shall have the meaning set forth in Section
24(a) hereof.
(n) "Final  Expiration  Date"  shall have the  meaning  set forth in
Section 7(a) hereof.
(o)  "NASDAQ" shall mean the National Association of Securities
Dealers, Inc. Automated Quotations System.
(p) "Person" shall mean any individual,  firm,  corporation or other
entity, and shall include any successor (by merger or otherwise) of such entity.
(q)  "Preferred  Shares"  shall  mean  shares  of  Series  A  Junior
Participating  Preferred Stock, $.01 par value, of the Company having the rights
and preferences set forth in the Form of Certificate of Designations attached to
this Rights Agreement as Exhibit A.
(r)  "Purchase Price" shall have the meaning set forth in Section
7(b) hereof.
(s)  "Record Date" shall have the meaning set forth in the second
paragraph hereof.
(t)  "Redemption Date" shall have the meaning set forth in
Section 7(a) hereof.
(u)  "Redemption Price" shall have the meaning set forth in
Section 23(a) hereof.
(v)  "Right" shall have the meaning set forth in the second
paragraph hereof.
(w)  "Right Certificate" shall have the meaning set forth in
Section 3(a) hereof.
(x)  "Rights Agent" shall have the meaning set forth in the
preamble hereof.
(y)  "Security" shall have the meaning set forth in Section
11(d)(i) hereof.
(z)  "Shares  Acquisition  Date" shall mean the first date of public
announcement by the Company or an Acquiring  Person that an Acquiring Person has
become such.
(aa)  "Subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power of the voting  equity  securities
or equity interest is owned, directly or indirectly, by such Person.
(ab) "Summary of Rights" shall have the meaning set forth in Section
3(b) hereof.
(ac)  "Trading  Day"  shall  have the  meaning  set forth in Section
11(d)(i) hereof.
Section 2.  Appointment of Rights Agent. The Company hereby appoints
the Rights  Agent to act as agent for the  Company and the holders of the Rights
(who,  in accordance  with Section 3 hereof,  shall,  prior to the  Distribution
Date, also be the holders of the Common Shares) in accordance with the terms and
conditions  hereof,  and the Rights Agent hereby accepts such  appointment.  The
Company  may from  time to time  appoint  such  co-Rights  Agents as it may deem
necessary or desirable.
Section 3. Issue of Right Certificates. (a) Until the earlier of (i)
the tenth day after the Shares  Acquisition  Date or (ii) the tenth Business Day
(or such later date as may be  determined by action of the Board of Directors of
the Company prior to such time as any Person becomes an Acquiring  Person) after
the  date of the  commencement  by any  Person  (other  than  the  Company,  any
Subsidiary  of the Company,  any employee  benefit plan of the Company or of any
Subsidiary of the Company or any entity holding Common Shares for or pursuant to
the  terms of any such  plan) of, or of the  first  public  announcement  of the
intention of any Person (other than the Company,  any Subsidiary of the Company,
any employee  benefit plan of the Company or of any Subsidiary of the Company or
any entity  holding Common Shares for or pursuant to the terms of any such plan)
to commence,  a tender or exchange offer the  consummation of which would result
in any Person becoming the Beneficial Owner of Common Shares  aggregating 15% or
more of the then  outstanding  Common Shares  (including  any such date which is
after the date of this Rights Agreement and prior to the issuance of the Rights;
the earlier of such dates being herein referred to as the "Distribution  Date"),
(x) the Rights will be  evidenced  (subject to the  provisions  of Section  3(b)
hereof) by the  certificates  for Common  Shares  registered in the names of the
holders  thereof  (which   certificates   shall  also  be  deemed  to  be  Right
Certificates)  and not by  separate  Right  Certificates,  and (y) the  right to
receive Right  Certificates  will be  transferable  only in connection  with the
transfer of Common Shares. As soon as practicable  after the Distribution  Date,
the Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will,  if requested,
send) by first-class,  insured,  postage-prepaid  mail, to each record holder of
Common  Shares as of the Close of  Business  on the  Distribution  Date,  at the
address of such holder shown on the records of the Company, a Right Certificate,
in  substantially  the  form  of  Exhibit  B  hereto  (a  "Right  Certificate"),
evidencing one Right for each Common Share so held. As of the Distribution Date,
the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as  practicable  thereafter,  the
Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in
substantially  the form of  Exhibit  C hereto  (the  "Summary  of  Rights"),  by
first-class,  postage-prepaid mail, to each record holder of Common Shares as of
the Close of Business on the Record Date, at the address of such holder shown on
the records of the  Company.  With  respect to  certificates  for Common  Shares
outstanding as of the Record Date, until the Distribution  Date, the Rights will
be evidenced by such certificates registered in the names of the holders thereof
together  with a copy of the  Summary  of  Rights  attached  thereto.  Until the
Distribution Date (or the earlier of the Redemption Date or the Final Expiration
Date),  the  surrender  for  transfer  of  any  certificate  for  Common  Shares
outstanding on the Record Date,  with or without a copy of the Summary of Rights
attached  thereto,  shall also constitute the transfer of the Rights  associated
with the Common Shares represented thereby.
(c)  Certificates   for  Common  Shares  which  become   outstanding
(including, without limitation, reacquired Common Shares referred to in the last
sentence of this  paragraph (c)) after the Record Date but prior to the earliest
of the Distribution Date, the Redemption Date or the Final Expiration Date shall
have  impressed  on,  printed on,  written on or  otherwise  affixed to them the
following legend:
This  certificate also evidences and entitles the holder hereof to certain
      rights as set forth in a Rights  Agreement  between  Ascent  Entertainment
      Group,  Inc.  and The Bank of New  York,  dated as of June 27,  1997  (the
      "Rights Agreement"),  the terms of which are hereby incorporated herein by
      reference  and a copy  of  which  is on file  at the  principal  executive
      offices of Ascent Entertainment  Group, Inc. Under certain  circumstances,
      as set forth in the Rights  Agreement,  such Rights will be  evidenced  by
      separate certificates and will no longer be evidenced by this certificate.
      Ascent  Entertainment  Group,  Inc.  will  mail  to  the  holder  of  this
      certificate a copy of the Rights Agreement without charge after receipt of
      a written request therefor.  Under certain circumstances,  as set forth in
      the Rights Agreement, Rights issued to any Person who becomes an Acquiring
      Person (as defined in the Rights Agreement) may become null and void.
With respect to such  certificates  containing the foregoing legend,
until the  Distribution  Date,  the Rights  associated  with the  Common  Shares
represented by such certificates shall be evidenced by such certificates  alone,
and the surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby. In
the event that the Company  purchases  or acquires  any Common  Shares after the
Record Date but prior to the Distribution  Date, any Rights associated with such
Common Shares shall be deemed canceled and retired so that the Company shall not
be entitled to exercise any Rights  associated  with the Common Shares which are
no longer outstanding.
Section 4. Form of Right  Certificates.  The Right Certificates (and
the forms of election  to  purchase  Preferred  Shares and of  assignment  to be
printed on the reverse  thereof)  shall be  substantially  the same as Exhibit B
hereto  and may  have  such  marks of  identification  or  designation  and such
legends,  summaries  or  endorsements  printed  thereon as the  Company may deem
appropriate  and as are not  inconsistent  with the  provisions  of this  Rights
Agreement,  or as may be required to comply with any  applicable law or with any
rule or regulation  made pursuant  thereto or with any rule or regulation of any
stock exchange or automated  quotation  system on which the Rights may from time
to time be listed, or to conform to usage.  Subject to the provisions of Section
22 hereof,  the Right Certificates shall entitle the holders thereof to purchase
such number of one  one-hundredths  of a  Preferred  Share as shall be set forth
therein  at the  price  per one  one-hundredth  of a  Preferred  Share set forth
therein,  but the number of such one one-hundredths of a Preferred Share and the
Purchase Price shall be subject to adjustment as provided herein.
Section 5. Countersignature and Registration. The Right Certificates
shall be  executed on behalf of the  Company by its  Chairman of the Board,  its
Chief  Executive  Officer,  its President,  any of its Vice  Presidents,  or its
Treasurer, either manually or by facsimile signature, shall have affixed thereto
the  Company's  seal or a  facsimile  thereof,  and  shall  be  attested  by the
Secretary  or an  Assistant  Secretary  of the  Company,  either  manually or by
facsimile signature.  The Right Certificates shall be manually  countersigned by
the Rights Agent and shall not be valid for any purpose unless countersigned. In
case  any  officer  of the  Company  who  shall  have  signed  any of the  Right
Certificates   shall   cease  to  be  such   officer  of  the   Company   before
countersignature  by the Rights  Agent and issuance and delivery by the Company,
such Right Certificates,  nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the Person who signed such Right  Certificates had not ceased to be such officer
of the Company; and any Right Certificate may be signed on behalf of the Company
by  any  Person  who,  at the  actual  date  of  the  execution  of  such  Right
Certificate,  shall  be a proper  officer  of the  Company  to sign  such  Right
Certificate  although at the date of the execution of this Rights  Agreement any
such Person was not such an officer.
Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at its principal office,  books for registration and transfer of the
Right  Certificates  issued  hereunder.  Such  books  shall  show the  names and
addresses of the  respective  holders of the Right  Certificates,  the number of
Rights  evidenced on its face by each of the Right  Certificates and the date of
each of the Right Certificates.
Section 6.  Transfer,  Split Up,  Combination  and Exchange of Right
Certificates;  Mutilated, Destroyed, Lost or Stolen Right Certificates.  Subject
to the provisions of Section 14 hereof,  at any time after the Close of Business
on the  Distribution  Date,  and at or prior to the  Close  of  Business  on the
earlier  of the  Redemption  Date  or  the  Final  Expiration  Date,  any  Right
Certificate or Right Certificates  (other than Right  Certificates  representing
Rights that have become void pursuant to Section  11(a)(ii)  hereof or that have
been  exchanged  pursuant  to Section 24 hereof) may be  transferred,  split up,
combined  or  exchanged  for another  Right  Certificate  or Right  Certificates
entitling the registered holder to purchase a like number of one  one-hundredths
of a Preferred Share as the Right Certificate or Right Certificates  surrendered
then  entitled  such  holder to  purchase.  Any  registered  holder  desiring to
transfer,  split  up,  combine  or  exchange  any  Right  Certificate  or  Right
Certificates  shall make such request in writing  delivered to the Rights Agent,
and  shall  surrender  the  Right  Certificate  or  Right   Certificates  to  be
transferred,  split up,  combined or  exchanged at the  principal  office of the
Rights Agent.  Thereupon the Rights Agent shall  countersign  and deliver to the
Person entitled thereto a Right Certificate or Right  Certificates,  as the case
may be, as so requested.  The Company may require payment of a sum sufficient to
cover any tax or governmental  charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right Certificates.
Upon  receipt  by the  Company  and the  Rights  Agent  of  evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security  reasonably  satisfactory  to  them,  and,  at the  Company's  request,
reimbursement  to the Company and the Rights  Agent of all  reasonable  expenses
incidental  thereto,  and upon surrender to the Rights Agent and cancellation of
the Right  Certificate  if  mutilated,  the Company  will make and deliver a new
Right  Certificate  of like  tenor  to the  Rights  Agent  for  delivery  to the
registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.
Section 7. Exercise of Rights;  Purchase  Price;  Expiration Date of
Rights.  (a) The  registered  holder of any Right  Certificate  may exercise the
Rights evidenced thereby (except as otherwise  provided herein),  in whole or in
part,  at any time after the  Distribution  Date,  upon  surrender  of the Right
Certificate,  with the form of election to purchase on the reverse  side thereof
duly executed,  to the Rights Agent at the principal office of the Rights Agent,
together  with payment of the  Purchase  Price for each one  one-hundredth  of a
Preferred  Share  as to  which  the  Rights  are  exercised,  at or prior to the
earliest of (i) the Close of  Business  on July 10, 2007 (the "Final  Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in Section 23
hereof  (the  "Redemption  Date") or (iii)  the time at which  such  Rights  are
exchanged as provided in Section 24 hereof.
(b)  The  Purchase  Price  (the  "Purchase   Price")  for  each  one
one-hundredth  of a Preferred  Share  purchasable  pursuant to the exercise of a
Right shall initially be $40.00, and shall be subject to adjustment from time to
time as provided in Section 11 or 13 hereof and shall be payable in lawful money
of the United States of America in accordance with paragraph (c) below.
(c) Upon  receipt of a Right  Certificate  representing  exercisable
Rights,  with the form of election to purchase  duly  executed,  accompanied  by
payment of the Purchase Price for the shares to be purchased and an amount equal
to any  applicable  transfer tax required to be paid by the holder of such Right
Certificate in accordance  with Section 9 hereof by certified  check,  cashier's
check or money order payable to the order of the Company, the Rights Agent shall
thereupon  promptly (i) (A) requisition from any transfer agent of the Preferred
Shares  certificates  for the number of Preferred Shares to be purchased and the
Company hereby irrevocably authorizes any such transfer agent to comply with all
such requests,  or (B) requisition from the depositary agent depositary receipts
representing such number of one one-hundredths of a Preferred Share as are to be
purchased (in which case  certificates for the Preferred  Shares  represented by
such receipts shall be deposited by the transfer  agent of the Preferred  Shares
with such depositary agent) and the Company hereby directs such depositary agent
to comply with such request; (ii) when appropriate, requisition from the Company
the  amount  of cash to be paid in lieu of  issuance  of  fractional  shares  in
accordance  with  Section  14  hereof;  (iii)  promptly  after  receipt  of such
certificates or depositary  receipts,  cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate, registered in such
name or names as may be  designated by such holder;  and (iv) when  appropriate,
after receipt, promptly deliver such cash to or upon the order of the registered
holder of such Right Certificate.
(d) In case the  registered  holder of any Right  Certificate  shall
exercise less than all the Rights  evidenced  thereby,  a new Right  Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent to the registered holder of such Right Certificate or to his
duly authorized assigns, subject to the provisions of Section 14 hereof.
Section 8. Cancellation and Destruction of Right  Certificates.  All
Right Certificates surrendered for the purpose of exercise,  transfer, split up,
combination  or exchange  shall,  if surrendered to the Company or to any of its
agents,  be delivered to the Rights Agent for  cancellation or in canceled form,
or, if  surrendered  to the Rights Agent,  shall be canceled by it, and no Right
Certificates  shall be issued in lieu thereof  except as expressly  permitted by
any of the provisions of this Rights Agreement. The Company shall deliver to the
Rights  Agent for  cancellation  and  retirement,  and the Rights Agent shall so
cancel and retire,  any other  Right  Certificate  purchased  or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all canceled Right Certificates to the Company, or shall, at the written request
of the Company,  destroy such canceled  Right  Certificates,  and, in such case,
shall deliver a certificate of destruction thereof to the Company.
Section 9. Availability of Preferred  Shares.  The Company covenants
and  agrees  that it will cause to be  reserved  and kept  available  out of its
authorized  and unissued  Preferred  Shares or any Preferred  Shares held in its
treasury,  the number of Preferred  Shares that will be sufficient to permit the
exercise in full of all  outstanding  Rights in  accordance  with Section 7. The
Company  covenants  and  agrees  that it will  take  all such  action  as may be
necessary to ensure that all Preferred  Shares delivered upon exercise of Rights
shall,  at the time of delivery of the  certificates  for such Preferred  Shares
(subject to payment of the Purchase Price),  be duly and validly  authorized and
issued and fully paid and nonassessable shares.
The Company  further  covenants and agrees that it will pay when due
and payable any and all federal and state  transfer  taxes and charges which may
be payable in respect of the issuance or delivery of the Right  Certificates  or
of any  Preferred  Shares upon the  exercise of Rights.  The Company  shall not,
however,  be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right  Certificates  to a Person other than,  or the
issuance or delivery of  certificates  or depositary  receipts for the Preferred
Shares  in a name  other  than  that of,  the  registered  holder  of the  Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any  certificates or depositary  receipts for Preferred Shares upon the exercise
of any  Rights  until  any such tax  shall  have  been  paid (any such tax being
payable by the holder of such Right  Certificate  at the time of  surrender)  or
until it has been established to the Company's  reasonable  satisfaction that no
such tax is due.
Section 10.  Preferred Shares Record Date. Each Person in whose name
any certificate for Preferred Shares is issued upon the exercise of Rights shall
for all purposes be deemed to have become the holder of record of the  Preferred
Shares  represented  thereby on, and such  certificate  shall be dated, the date
upon which the Right Certificate evidencing such Rights was duly surrendered and
payment of the  Purchase  Price (and any  applicable  transfer  taxes) was made;
provided, however, that if the date of such surrender and payment is a date upon
which the Preferred Shares transfer books of the Company are closed, such Person
shall be deemed to have  become  the record  holder of such  shares on, and such
certificate  shall be  dated,  the next  succeeding  Business  Day on which  the
Preferred  Shares transfer books of the Company are open.  Prior to the exercise
of the Rights evidenced thereby,  the holder of a Right Certificate shall not be
entitled  to any  rights of a holder of  Preferred  Shares  for which the Rights
shall be  exercisable,  including,  without  limitation,  the right to vote,  to
receive dividends or other  distributions or to exercise any preemptive  rights,
and shall not be  entitled  to  receive  any  notice of any  proceedings  of the
Company, except as provided herein.
Section 11. Adjustment of Purchase Price, Number of Shares or Number
of Rights.  The Purchase Price,  the number of Preferred  Shares covered by each
Right and the number of Rights  outstanding  are subject to adjustment from time
to time as provided in this Section 11.
(a) (i) In the event the Company shall at any time after the date of
this Rights  Agreement (A) declare a dividend on the Preferred Shares payable in
Preferred Shares,  (B) subdivide the outstanding  Preferred Shares,  (C) combine
the outstanding  Preferred  Shares into a smaller number of Preferred  Shares or
(D) issue any shares of its capital stock in a reclassification of the Preferred
Shares (including any such  reclassification  in connection with a consolidation
or merger in which the  Company is the  continuing  or  surviving  corporation),
except as otherwise provided in this Section 11(a), the Purchase Price in effect
at the time of the record  date for such  dividend or of the  effective  date of
such subdivision,  combination or  reclassification,  and the number and kind of
shares of capital stock issuable on such date, shall be proportionately adjusted
so that the holder of any Right  exercised  after such time shall be entitled to
receive the aggregate  number and kind of shares of capital stock which, if such
Right had been exercised  immediately  prior to such date and at a time when the
Preferred  Shares  transfer  books of the Company were open, he would have owned
upon such  exercise  and been  entitled  to receive by virtue of such  dividend,
subdivision,  combination or  reclassification;  provided,  however,  that in no
event shall the  consideration to be paid upon the exercise of one Right be less
than the  aggregate  par value of the  shares of  capital  stock of the  Company
issuable upon exercise of one Right.

            (ii)  Subject to Section 24 of this Rights  Agreement,  in the event
any Person becomes an Acquiring Person,  each holder of a Right shall thereafter
have a right to  receive,  upon  exercise  thereof at a price  equal to the then
current  Purchase  Price  multiplied  by the number of one  one-hundredths  of a
Preferred  Share for which a Right is then  exercisable,  in accordance with the
terms of this Rights Agreement and in lieu of Preferred  Shares,  such number of
Common  Shares  of the  Company  as  shall  equal  the  result  obtained  by (A)
multiplying the then current Purchase Price by the number of one  one-hundredths
of a Preferred  Share for which a Right is then  exercisable  and dividing  that
product by (B) 50% of the then current per share  market price of the  Company's
Common Shares  (determined  pursuant to Section 11(d) hereof) on the date of the
occurrence of such event. In the event that any Person shall become an Acquiring
Person and the Rights shall then be outstanding,  the Company shall not take any
action which would eliminate or diminish the benefits intended to be afforded by
the Rights.
From and after the occurrence of such event,  any Rights that are or
were acquired or Beneficially Owned by any Acquiring Person (or any Associate or
Affiliate of such Acquiring  Person) shall be void and any holder of such Rights
shall  thereafter  have no right to exercise  such Rights under any provision of
this Rights Agreement.  No Right Certificate shall be issued pursuant to Section
3 that represents Rights  Beneficially Owned by an Acquiring Person whose Rights
would be void pursuant to the  preceding  sentence or any Associate or Affiliate
thereof;  no Right  Certificate shall be issued at any time upon the transfer of
any Rights to an Acquiring  Person  whose  Rights would be void  pursuant to the
preceding  sentence or any  Associate or Affiliate  thereof or to any nominee of
such  Acquiring  Person,  Associate  or  Affiliate;  and any  Right  Certificate
delivered to the Rights  Agent for transfer to an Acquiring  Person whose Rights
would be void pursuant to the preceding sentence shall be canceled.

            (iii) In the event that there shall not be sufficient  Common Shares
issued but not  outstanding or authorized but unissued to permit the exercise in
full of the Rights in  accordance  with the  foregoing  subparagraph  (ii),  the
Company  shall take all such action as may be necessary to authorize  additional
Common Shares for issuance upon exercise of the Rights. In the event the Company
shall,  after good  faith  effort,  be unable to take all such  action as may be
necessary  to  authorize  such  additional  Common  Shares,  the  Company  shall
substitute, for each Common Share that would otherwise be issuable upon exercise
of a Right,  a number of  Preferred  Shares or  fraction  thereof  such that the
current per share market price of one Preferred Share  multiplied by such number
or fraction is equal to the current per share  market  price of one Common Share
as of the date of issuance of such Preferred Shares or fraction thereof.
(b) In case the Company  shall fix a record date for the issuance of
rights,  options or warrants to all holders of Preferred  Shares  entitling them
(for a period  expiring  within 45  calendar  days  after such  record  date) to
subscribe  for or purchase  Preferred  Shares (or shares having the same rights,
privileges  and  preferences  as the  Preferred  Shares  ("equivalent  preferred
shares"))  or  securities   convertible  into  Preferred  Shares  or  equivalent
preferred  shares at a price per Preferred  Share or equivalent  preferred share
(or  having a  conversion  price  per  share,  if a  security  convertible  into
Preferred Shares or equivalent  preferred shares) less than the then current per
share market  price of the  Preferred  Shares on such record date,  the Purchase
Price to be in effect after such record date shall be determined by  multiplying
the  Purchase  Price  in  effect  immediately  prior  to such  record  date by a
fraction,  the  numerator  of which  shall be the  number  of  Preferred  Shares
outstanding  on such record date plus the number of  Preferred  Shares which the
aggregate  offering  price  of the  total  number  of  Preferred  Shares  and/or
equivalent  preferred  shares so to be offered  (and/or  the  aggregate  initial
conversion price of the convertible  securities so to be offered) would purchase
at such current market price and the denominator of which shall be the number of
Preferred  Shares  outstanding on such record date plus the number of additional
Preferred  Shares  and/or   equivalent   preferred  shares  to  be  offered  for
subscription  or purchase  (or into which the  convertible  securities  so to be
offered are initially  convertible);  provided,  however, that in no event shall
the  consideration  to be paid upon the  exercise  of one Right be less than the
aggregate par value of the shares of capital stock of the Company  issuable upon
exercise  of one  Right.  In  case  such  subscription  price  may be  paid in a
consideration part or all of which shall be in a form other than cash, the value
of such  consideration  shall be as  determined  in good  faith by the  Board of
Directors of the Company,  whose determination shall be described in a statement
filed  with the Rights  Agent and shall be  binding on the Rights  Agent and the
holders of the Rights.  Preferred Shares owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such computation.
Such adjustment shall be made successively whenever such a record date is fixed;
and in the event that such rights,  options or warrants  are not so issued,  the
Purchase Price shall be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.
(c) In case the Company  shall fix a record date for the making of a
distribution  to all  holders  of  the  Preferred  Shares  (including  any  such
distribution  made in  connection  with a  consolidation  or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a dividend payable in
Preferred Shares) or subscription  rights or warrants  (excluding those referred
to in Section  11(b)  hereof),  the  Purchase  Price to be in effect  after such
record date shall be  determined  by  multiplying  the Purchase  Price in effect
immediately  prior to such  record date by a fraction,  the  numerator  of which
shall be the then current per share market price of the Preferred Shares on such
record  date,  less the fair market  value (as  determined  in good faith by the
Board of Directors of the Company,  whose  determination shall be described in a
statement  filed with the Rights  Agent and shall be binding on the Rights Agent
and  holders  of the  Rights)  of the  portion  of the  assets or  evidences  of
indebtedness  so to be  distributed or of such  subscription  rights or warrants
applicable to one  Preferred  Share and the  denominator  of which shall be such
current per share market price of the Preferred Shares; provided,  however, that
in no event shall the consideration to be paid upon the exercise of one Right be
less than the  aggregate par value of the shares of capital stock of the Company
to be  issued  upon  exercise  of one  Right.  Such  adjustments  shall  be made
successively  whenever  such a record date is fixed;  and in the event that such
distribution  is not so made,  the Purchase  Price shall again be adjusted to be
the  Purchase  Price  which  would then be in effect if such record date had not
been fixed.
(d) (i) For the purpose of any computation  hereunder,  the "current
per share market  price" of any security (a  "Security"  for the purpose of this
Section  11(d)(i))  on any date  shall be deemed to be the  average of the daily
closing  prices per share of such Security for the 30  consecutive  Trading Days
immediately prior to such date;  provided,  however,  that in the event that the
current per share  market price of the  Security is  determined  during a period
following the  announcement  by the issuer of such Security of (A) a dividend or
distribution  on such Security  payable in shares of such Security or securities
convertible  into  such  shares,   or  (B)  any   subdivision,   combination  or
reclassification of such Security and prior to the expiration of 30 Trading Days
after the ex-dividend date for such dividend or distribution, or the record date
for such subdivision,  combination or  reclassification,  then, and in each such
case,  the current per share  market  price shall be  appropriately  adjusted to
reflect the current  market price per share  equivalent  of such  Security.  The
closing  price for each day shall be the last sale price,  regular  way,  or, in
case no such sale takes  place on such day,  the  average of the closing bid and
asked  prices,  regular  way,  in either  case,  as  reported  in the  principal
consolidated  transaction  reporting system with respect to securities listed or
admitted to trading on the New York Stock  Exchange  or, if the  Security is not
listed or admitted to trading on the New York Stock Exchange, as reported in the
principal  consolidated  transaction reporting system with respect to securities
listed on the principal  national  securities  exchange on which the Security is
listed or admitted  to trading or, if the  Security is not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market,  as reported by the NASDAQ or such other  system then in use,  or, if on
any such date the Security is not quoted by any such  organization,  the average
of the closing bid and asked prices as furnished by a professional  market maker
making a market  in the  Security  selected  by the  Board of  Directors  of the
Company. The term "Trading Day" shall mean a day on which the principal national
securities  exchange  on which the  Security is listed or admitted to trading is
open for the  transaction  of  business  or, if the  Security  is not  listed or
admitted to trading on any national securities exchange, a Business Day.

            (ii) For the purpose of any computation hereunder,  the "current per
share market  price" of the  Preferred  Shares shall be determined in accordance
with the method set forth in Section  11(d)(i).  If the Preferred Shares are not
publicly  traded,  the "current per share market price" of the Preferred  Shares
shall be  conclusively  deemed to be the current per share  market  price of the
Common Shares as determined pursuant to Section 11(d)(i) (appropriately adjusted
to reflect any stock  split,  stock  dividend or similar  transaction  occurring
after the date hereof),  multiplied by one hundred. If neither the Common Shares
nor the Preferred Shares are publicly held or so listed or traded,  "current per
share market  price" shall mean the fair value per share as  determined  in good
faith by the Board of  Directors of the Company,  whose  determination  shall be
described in a statement filed with the Rights Agent.
(e) No  adjustment  in the Purchase  Price shall be required  unless
such  adjustment  would  require an  increase  or decrease of at least 1% in the
Purchase Price; provided,  however, that any adjustments which by reason of this
Section  11(e) are not  required  to be made shall be carried  forward and taken
into account in any subsequent  adjustment.  All calculations under this Section
11  shall  be made to the  nearest  cent or to the  nearest  one-millionth  of a
Preferred  Share or one ten-  thousandth  of any other  share or security as the
case may be.  Notwithstanding  the first  sentence of this  Section  11(e),  any
adjustment  required by this  Section 11 shall be made no later than the earlier
of (i)  three  years  from  the  date of the  transaction  which  requires  such
adjustment  or (ii) the date of the  expiration  of the  right to  exercise  any
Rights.
(f) If, as a result of an adjustment  made pursuant to Section 11(a)
hereof,  the holder of any Right  thereafter  exercised shall become entitled to
receive any shares of capital stock of the Company other than Preferred  Shares,
thereafter  the number of such other shares so  receivable  upon exercise of any
Right shall be subject to adjustment  from time to time in a manner and on terms
as nearly  equivalent  as  practicable  to the  provisions  with  respect to the
Preferred  Shares  contained in Section  11(a) through (c),  inclusive,  and the
provisions  of Sections  7, 9, 10 and 13 with  respect to the  Preferred  Shares
shall apply on like terms to any such other shares.
(g) All Rights  originally  issued by the Company  subsequent to any
adjustment  made to the Purchase  Price  hereunder  shall  evidence the right to
purchase,  at the adjusted Purchase Price, the number of one one-hundredths of a
Preferred  Share  purchasable  from time to time  hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.
(h) Unless the Company shall have exercised its election as provided
in Section 11(i),  upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding  immediately
prior to the making of such adjustment  shall  thereafter  evidence the right to
purchase, at the adjusted Purchase Price, that number of one one-hundredths of a
Preferred Share  (calculated to the nearest one millionth of a Preferred  Share)
obtained  by (A)  multiplying  (x) the number of one  one-hundredths  of a share
covered by a Right  immediately  prior to this  adjustment  by (y) the  Purchase
Price in effect  immediately  prior to such adjustment of the Purchase Price and
(B) dividing the product so obtained by the Purchase Price in effect immediately
after such adjustment of the Purchase Price.
(i) The Company may elect on or after the date of any  adjustment of
the  Purchase  Price to adjust  the  number of  Rights in  substitution  for any
adjustment in the number of one  one-hundredths of a Preferred Share purchasable
upon  the  exercise  of a  Right.  Each of the  Rights  outstanding  after  such
adjustment  of the number of Rights shall be  exercisable  for the number of one
one-hundredths   of  a  Preferred  Share  for  which  a  Right  was  exercisable
immediately  prior to such  adjustment.  Each Right held of record prior to such
adjustment  of  the  number  of  Rights  shall  become  that  number  of  Rights
(calculated to the nearest one ten-thousandth) obtained by dividing the Purchase
Price in effect  immediately  prior to adjustment  of the Purchase  Price by the
Purchase Price in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announcement of its election to adjust the number of
Rights,  indicating  the record  date for the  adjustment,  and, if known at the
time, the amount of the adjustment to be made.  This record date may be the date
on which the Purchase Price is adjusted or any day thereafter, but, if the Right
Certificates have been issued,  shall be at least 10 days later than the date of
the public  announcement.  If Right  Certificates  have been  issued,  upon each
adjustment of the number of Rights  pursuant to this Section 11(i),  the Company
shall, as promptly as practicable,  cause to be distributed to holders of record
of Right Certificates on such record date Right Certificates evidencing, subject
to Section 14  hereof,  the  additional  Rights to which such  holders  shall be
entitled as a result of such adjustment, or, at the option of the Company, shall
cause  to  be  distributed  to  such  holders  of  record  in  substitution  and
replacement for the Right Certificates held by such holders prior to the date of
adjustment,  and upon surrender thereof,  if required by the Company,  new Right
Certificates  evidencing  all the Rights to which such holders shall be entitled
after such adjustment.  Right Certificates so to be distributed shall be issued,
executed  and  countersigned  in the  manner  provided  for  herein and shall be
registered  in the names of the holders of record of Right  Certificates  on the
record date specified in the public announcement.
(j)  Irrespective  of any adjustment or change in the Purchase Price
or the number of one  one-hundredths  of a  Preferred  Share  issuable  upon the
exercise of the Rights, the Right Certificates theretofore and thereafter issued
may continue to express the Purchase Price and the number of one  one-hundredths
of a Preferred  Share which were  expressed  in the initial  Right  Certificates
issued hereunder.
(k) Before taking any action that would cause an adjustment reducing
the Purchase Price below one one-hundredth of the then par value, if any, of the
Preferred  Shares  issuable upon exercise of the Rights,  the Company shall take
any corporate  action which may, in the opinion of its counsel,  be necessary in
order  that  the  Company   may  validly  and  legally   issue  fully  paid  and
nonassessable Preferred Shares at such adjusted Purchase Price.
(l) In any case in which  this  Section  11  shall  require  that an
adjustment  in the  Purchase  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such
event the issuing to the holder of any Right exercised after such record date of
the Preferred  Shares and other  capital stock or securities of the Company,  if
any,  issuable upon such exercise over and above the Preferred  Shares and other
capital stock or securities of the Company,  if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided,
however,  that the  Company  shall  deliver  to such  holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.
(m) Anything in this Section 11 to the contrary notwithstanding, the
Company  shall be entitled to make such  reductions  in the Purchase  Price,  in
addition to those adjustments  expressly  required by this Section 11, as and to
the extent that, it, in its sole discretion,  shall determine to be advisable in
order that any  consolidation or subdivision of the Preferred  Shares,  issuance
wholly for cash of any Preferred  Shares at less than the current  market price,
issuance wholly for cash of Preferred  Shares or securities which by their terms
are  convertible  into  or  exchangeable  for  Preferred  Shares,  dividends  on
Preferred Shares payable in Preferred  Shares or issuance of rights,  options or
warrants referred to hereinabove in Section 11(b), hereafter made by the Company
to holders of its Preferred Shares shall not be taxable to such stockholders.
(n) In the  event  that at any time  after  the date of this  Rights
Agreement and prior to the  Distribution  Date, the Company shall (i) declare or
pay any dividend on the Common Shares  payable in Common Shares or (ii) effect a
subdivision,   combination   or   consolidation   of  the   Common   Shares  (by
reclassification  or otherwise  than by payment of  dividends in Common  Shares)
into a greater or lesser number of Common Shares,  then in any such case (A) the
number of one  one-hundredths  of a Preferred Share purchasable after such event
upon proper exercise of each Right shall be determined by multiplying the number
of one  one-hundredths of a Preferred Share so purchasable  immediately prior to
such event by a fraction,  the numerator of which is the number of Common Shares
outstanding  immediately  before such event and the  denominator of which is the
number of Common Shares  outstanding  immediately after such event, and (B) each
Common  Share  outstanding  immediately  after such event shall have issued with
respect  to it that  number  of  Rights  which  each  Common  Share  outstanding
immediately  prior to such event had issued with respect to it. The  adjustments
provided for in this Section  11(n) shall be made  successively  whenever such a
dividend is declared or paid or such a subdivision, combination or consolidation
is effected.
Section  12.  Certificate  of Adjusted  Purchase  Price or Number of
Shares.  Whenever an  adjustment is made as provided in Section 11 or 13 hereof,
the  Company  shall  promptly  (a)  prepare a  certificate  setting  forth  such
adjustment,  and a brief statement of the facts  accounting for such adjustment,
(b) file  with the  Rights  Agent and with each  transfer  agent for the  Common
Shares or the Preferred  Shares a copy of such  certificate and (c) mail a brief
summary thereof to each holder of a Right Certificate in accordance with Section
25 hereof.
Section 13.  Consolidation,  Merger or Sale or Transfer of Assets or
Earning Power. In the event, directly or indirectly,  at any time after a Person
has become an Acquiring Person, (a) the Company shall consolidate with, or merge
with and into,  any other  Person,  (b) any Person  shall  consolidate  with the
Company,  or  merge  with  and into the  Company  and the  Company  shall be the
continuing or surviving  corporation of such merger and, in connection with such
merger,  all or part of the Common Shares shall be changed into or exchanged for
stock or other  securities  of any other  Person (or the Company) or cash or any
other property,  or (c) the Company shall sell or otherwise  transfer (or one or
more of its  Subsidiaries  shall  sell or  otherwise  transfer),  in one or more
transactions,  assets or earning power  aggregating 50% or more of the assets or
earning  power of the  Company  and its  Subsidiaries  (taken as a whole) to any
other  Person  other  than  the  Company  or one or  more of its  wholly-  owned
Subsidiaries,  then, and in each such case,  proper  provision  shall be made so
that (i) each holder of a Right  (except as  otherwise  provided  herein)  shall
thereafter have the right to receive, upon the exercise thereof at a price equal
to  the  then  current   Purchase   Price   multiplied  by  the  number  of  one
one-hundredths  of a Preferred Share for which a Right is then  exercisable,  in
accordance  with the terms of this  Rights  Agreement  and in lieu of  Preferred
Shares, such number of Common Shares of such other Person (including the Company
as successor thereto or as the surviving  corporation) as shall equal the result
obtained by (A) multiplying the then current Purchase Price by the number of one
one-hundredths  of a Preferred  Share for which a Right is then  exercisable and
dividing  that  product by (B) 50% of the then current per share market price of
the Common  Shares of such other Person  (determined  pursuant to Section  11(d)
hereof)  on the date of  consummation  of such  consolidation,  merger,  sale or
transfer;  (ii) the issuer of such Common Shares shall thereafter be liable for,
and shall assume, by virtue of such consolidation, merger, sale or transfer, all
the  obligations  and duties of the Company  pursuant to this Rights  Agreement;
(iii) the term "Company" shall thereafter be deemed to refer to such issuer; and
(iv) such  issuer  shall take such steps  (including,  but not  limited  to, the
reservation  of a  sufficient  number of its Common  Shares in  accordance  with
Section 9 hereof) in connection  with such  consummation  as may be necessary to
assure that the provisions  hereof shall thereafter be applicable,  as nearly as
reasonably may be, in relation to the Common Shares thereafter  deliverable upon
the  exercise  of  the  Rights.  The  Company  shall  not  consummate  any  such
consolidation,  merger,  sale or transfer  unless prior  thereto the Company and
such issuer shall have executed and delivered to the Rights Agent a supplemental
agreement so providing.  The Company shall not enter into any transaction of the
kind referred to in this Section 13 if at the time of such transaction there are
any rights, warrants, instruments or securities outstanding or any agreements or
arrangements  which, as a result of the consummation of such transaction,  would
eliminate or substantially  diminish the benefits intended to be afforded by the
Rights.  The provisions of this Section 13 shall  similarly  apply to successive
mergers or consolidations or sales or other transfers.
Section 14. Fractional Rights and Fractional Shares. (a) The Company
shall not be  required  to issue  fractions  of Rights  or to  distribute  Right
Certificates  which  evidence  fractional  Rights.  In lieu  of such  fractional
Rights,  there shall be paid to the registered holders of the Right Certificates
with regard to which such  fractional  Rights would  otherwise  be issuable,  an
amount in cash equal to the same fraction of the current market value of a whole
Right.  For the purposes of this Section  14(a),  the current  market value of a
whole  Right  shall be the  closing  price of the  Rights  for the  Trading  Day
immediately  prior to the date on which such  fractional  Rights would have been
otherwise issuable.  The closing price for any day shall be the last sale price,
regular  way,  or, in case no such sale takes place on such day,  the average of
the closing bid and asked  prices,  regular way, in either case,  as reported in
the  principal  consolidated   transaction  reporting  system  with  respect  to
securities  listed or admitted to trading on the New York Stock  Exchange or, if
the Rights are not listed or admitted to trading on the New York Stock Exchange,
as reported in the  principal  consolidated  transaction  reporting  system with
respect to securities listed on the principal  national  securities  exchange on
which the  Rights are listed or  admitted  to trading  or, if the Rights are not
listed or  admitted to trading on any  national  securities  exchange,  the last
quoted  price or, if not so  quoted,  the  average of the high bid and low asked
prices in the  over-the-counter  market,  as  reported  by NASDAQ or such  other
system then in use or, if on any such date the Rights are not quoted by any such
organization,  the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the Board of
Directors of the  Company.  If on any such date no such market maker is making a
market in the Rights, the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used.
(b)  The  Company  shall  not be  required  to  issue  fractions  of
Preferred  Shares  (other than  fractions  which are  integral  multiples of one
one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute
certificates  which evidence  fractional  Preferred Shares (other than fractions
which  are  integral  multiples  of one  one-hundredth  of a  Preferred  Share).
Fractions of Preferred  Shares in integral  multiples of one  one-hundredth of a
Preferred Share may, at the election of the Company,  be evidenced by depositary
receipts,  pursuant  to an  appropriate  agreement  between  the  Company  and a
depositary  selected by it;  provided that such agreement shall provide that the
holders of such  depositary  receipts shall have all the rights,  privileges and
preferences  to which they are entitled as  Beneficial  Owners of the  Preferred
Shares represented by such depositary receipts.  In lieu of fractional Preferred
Shares  that are not  integral  multiples  of one  one-hundredth  of a Preferred
Share, the Company shall pay to the registered  holders of Right Certificates at
the time such Rights are exercised as herein provided an amount in cash equal to
the same fraction of the current  market value of one Preferred  Share.  For the
purposes of this Section 14(b),  the current  market value of a Preferred  Share
shall be the closing price of a Preferred  Share (as determined  pursuant to the
second  sentence of Section  11(d)(i)  hereof)  for the Trading Day  immediately
prior to the date of such exercise.
(c) The holder of a Right by the  acceptance of the Right  expressly
waives his right to receive any fractional  Rights or any fractional shares upon
exercise of a Right (except as provided above).
Section  15.  Rights of  Action.  All rights of action in respect of
this Rights Agreement,  excepting the rights of action given to the Rights Agent
under Section 18 hereof, are vested in the respective  registered holders of the
Right  Certificates (and, prior to the Distribution Date, the registered holders
of the Common Shares);  and any registered  holder of any Right Certificate (or,
prior to the  Distribution  Date, of the Common Shares),  without the consent of
the Rights Agent or of the holder of any other Right  Certificate  (or, prior to
the Distribution Date, of the Common Shares), may, in his own behalf and for his
own  benefit,  enforce,  and may  institute  and  maintain  any suit,  action or
proceeding  against the Company to enforce,  or otherwise act in respect of, his
right to exercise the Rights  evidenced by such Right  Certificate in the manner
provided  in such  Right  Certificate  and in  this  Rights  Agreement.  Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically  acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this  Rights  Agreement  and will be entitled to
specific  performance of the obligations  under,  and injunctive  relief against
actual or threatened  violations of the  obligations  of any Person  subject to,
this Rights Agreement.
Section 16. Agreement of Right Holders.  Every holder of a Right, by
accepting  the same,  consents  and agrees with the Company and the Rights Agent
and with every other holder of a Right that:
(a)  prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of the Common Shares;
(b)  after  the  Distribution   Date,  the  Right  Certificates  are
transferable  only on the registry  books of the Rights Agent if  surrendered at
the principal  office of the Rights Agent,  duly  endorsed or  accompanied  by a
proper instrument of transfer; and
(c) the Company  and the Rights  Agent may deem and treat the Person
in whose name the Right  Certificate  (or, prior to the  Distribution  Date, the
associated  Common  Shares  certificate)  is  registered  as the absolute  owner
thereof and of the Rights evidenced  thereby  (notwithstanding  any notations of
ownership or writing on the Right  Certificate or the  associated  Common Shares
certificate  made by anyone other than the Company or the Rights  Agent) for all
purposes  whatsoever,  and neither  the  Company  nor the Rights  Agent shall be
affected by any notice to the contrary.
Section 17. Right  Certificate  Holder Not Deemed a Stockholder.  No
holder,  as such, of any Right  Certificate  shall be entitled to vote,  receive
dividends or be deemed for any purpose the holder of the Preferred Shares or any
other  securities  of the  Company  which  may at any  time be  issuable  on the
exercise of the Rights represented  thereby, nor shall anything contained herein
or in any Right  Certificate be construed to confer upon the holder of any Right
Certificate,  as such,  any of the rights of a stockholder of the Company or any
right to vote for the  election of  directors  or upon any matter  submitted  to
stockholders  at any  meeting  thereof,  or to give or  withhold  consent to any
corporate  action,  or to receive notice of meetings or other actions  affecting
stockholders  (except as provided in Section 25 hereof), or to receive dividends
or subscription  rights,  or otherwise,  until the Right or Rights  evidenced by
such  Right  Certificate  shall  have  been  exercised  in  accordance  with the
provisions hereof.
Section 18.  Concerning the Rights Agent.  The Company agrees to pay
to the Rights Agent  reasonable  compensation  for all  services  rendered by it
hereunder and, from time to time, on demand of the Rights Agent,  its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Rights  Agreement and the exercise and  performance of its
duties hereunder. The Company also agrees to indemnify the Rights Agent for, and
to hold it harmless  against,  any loss,  liability or expense  incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted by the Rights Agent in connection  with the  acceptance
and administration of this Rights Agreement, including the costs and expenses of
defending against any claim of liability in the premises.
The Rights  Agent shall be  protected  and shall incur no  liability
for, or in respect of any action taken,  suffered or omitted by it in connection
with,  its  administration  of this Rights  Agreement in reliance upon any Right
Certificate  or  certificate  for the  Preferred  Shares or Common Shares or for
other securities of the Company,  instrument of assignment or transfer, power of
attorney,   endorsement,   affidavit,   letter,  notice,   direction,   consent,
certificate,  statement, or other paper or document believed by it to be genuine
and to be signed,  executed and, where necessary,  verified or acknowledged,  by
the proper  Person or Persons,  or  otherwise  upon the advice of counsel as set
forth in Section 20 hereof.
Section  19.  Merger  or  Consolidation  or Change of Name of Rights
Agent. Any corporation into which the Rights Agent or any successor Rights Agent
may be merged or with which it may be consolidated, or any corporation resulting
from any  merger or  consolidation  to which the Rights  Agent or any  successor
Rights  Agent  shall be a party,  or any  corporation  succeeding  to the  stock
transfer or corporate  trust powers of the Rights Agent or any successor  Rights
Agent,  shall be the  successor to the Rights Agent under this Rights  Agreement
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto;  provided that such corporation would be eligible for
appointment  as a  successor  Rights  Agent under the  provisions  of Section 21
hereof.  In case at the time such  successor  Rights Agent shall  succeed to the
agency created by this Rights  Agreement,  any of the Right  Certificates  shall
have been  countersigned but not delivered,  any such successor Rights Agent may
adopt the  countersignature  of the  predecessor  Rights  Agent and deliver such
Right Certificates so countersigned;  and, in case at that time any of the Right
Certificates shall not have been  countersigned,  any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor  Rights Agent;  and in all such cases such
Right  Certificates shall have the full force provided in the Right Certificates
and in this Rights Agreement.
In case at any time the name of the  Rights  Agent  shall be changed
and at such time any of the Right Certificates shall have been countersigned but
not delivered,  the Rights Agent may adopt the countersignature  under its prior
name and deliver Right  Certificates so countersigned;  and in case at that time
any of the Right  Certificates  shall not have been  countersigned,  the  Rights
Agent may countersign such Right Certificates either in its prior name or in its
changed name; and in all such cases such Right  Certificates shall have the full
force provided in the Right Certificates and in this Rights Agreement.
Section 20. Duties of Rights Agent.  The Rights Agent undertakes the
duties and obligations imposed by this Rights Agreement upon the following terms
and  conditions,  by  all  of  which  the  Company  and  the  holders  of  Right
Certificates, by their acceptance thereof, shall be bound:
(a) The Rights  Agent may  consult  with legal  counsel  (who may be
legal  counsel for the  Company),  and the opinion of such counsel shall be full
and complete  authorization  and protection to the Rights Agent as to any action
taken or omitted by it in good faith and in accordance with such opinion.
(b)  Whenever  in the  performance  of its duties  under this Rights
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter be proved or  established by the Company prior to taking or suffering any
action hereunder,  such fact or matter (unless other evidence in respect thereof
be herein  specifically  prescribed) may be deemed to be conclusively proved and
established by a certificate signed by any one of the Chairman of the Board, the
Chief Executive Officer, the President, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for any action taken or suffered
in good faith by it under the  provisions  of this Rights  Agreement in reliance
upon such certificate.
(c) The Rights  Agent shall be liable  hereunder  to the Company and
any other Person only for its own negligence, bad faith or willful misconduct.
(d) The Rights  Agent shall not be liable for or by reason of any of
the statements of fact or recitals  contained in this Rights Agreement or in the
Right  Certificates  (except  its  countersignature  thereof)  or be required to
verify the same, but all such statements and recitals are and shall be deemed to
have been made by the Company only.
(e) The  Rights  Agent  shall  not be under  any  responsibility  in
respect of the validity of this Rights  Agreement or the  execution and delivery
hereof  (except the due  execution  hereof by the Rights Agent) or in respect of
the validity or execution of any Right Certificate (except its  countersignature
thereof);  nor shall it be  responsible  for any  breach by the  Company  of any
covenant  or  condition  contained  in this  Rights  Agreement  or in any  Right
Certificate; nor shall it be responsible for any change in the exercisability of
the Rights  (including  the Rights  becoming void pursuant to Section  11(a)(ii)
hereof) or any  adjustment  in the terms of the Rights  (including  the  manner,
method or amount  thereof)  provided  for in Section 3, 11, 13, 23 or 24, or the
ascertaining  of the  existence  of facts that would  require any such change or
adjustment  (except with  respect to the  exercise of Rights  evidenced by Right
Certificates  after actual  notice that such change or  adjustment is required);
nor  shall it by any act  hereunder  be  deemed  to make any  representation  or
warranty as to the  authorization  or reservation of any Preferred  Shares to be
issued  pursuant  to this Rights  Agreement  or any Right  Certificate  or as to
whether any  Preferred  Shares will,  when  issued,  be validly  authorized  and
issued, fully paid and nonassessable.
(f) The Company  agrees that it will perform,  execute,  acknowledge
and deliver or cause to be performed,  executed,  acknowledged and delivered all
such further and other acts,  instruments  and  assurances as may  reasonably be
required by the Rights Agent for the carrying  out or  performing  by the Rights
Agent of the provisions of this Rights Agreement.
(g) The Rights  Agent is hereby  authorized  and  directed to accept
instructions  with respect to the  performance of its duties  hereunder from any
one of the Chairman of the Board,  the Chief Executive  Officer,  the President,
any Vice President,  the Secretary or the Treasurer of the Company, and to apply
to such officers for advice or instructions  in connection with its duties,  and
it shall not be liable for any action  taken or  suffered by it in good faith in
accordance  with  instructions  of any such  officer  or for any delay in acting
while waiting for those instructions.
(h) The  Rights  Agent and any  stockholder,  director,  officer  or
employee of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any transaction in
which the  Company  may be  interested,  or  contract  with or lend money to the
Company or otherwise  act as fully and freely as though it were not Rights Agent
under this Rights Agreement. Nothing herein shall preclude the Rights Agent from
acting in any other capacity for the Company or for any other legal entity.
(i) The Rights  Agent may execute and  exercise any of the rights or
powers hereby vested in it or perform any duty hereunder  either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the  Company  resulting  from any such  act,  default,
neglect or misconduct,  provided  reasonable care was exercised in the selection
and continued employment thereof.
Section  21.  Change  of  Rights  Agent.  The  Rights  Agent  or any
successor  Rights Agent may resign and be discharged  from its duties under this
Rights  Agreement  upon 30-days'  notice in writing mailed to the Company and to
each transfer  agent of the Common  Shares or Preferred  Shares by registered or
certified  mail,  and to the holders of the Right  Certificates  by  first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
30-days'  notice in  writing,  mailed to the Rights  Agent or  successor  Rights
Agent,  as the case may be, and to each  transfer  agent of the Common Shares or
Preferred  Shares by  registered  or certified  mail,  and to the holders of the
Right  Certificates by first-class  mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a  successor  to the  Rights  Agent.  If the  Company  shall  fail to make  such
appointment  within a period of 30 days after  giving  notice of such removal or
after it has been notified in writing of such  resignation  or incapacity by the
resigning or incapacitated  Rights Agent or by the holder of a Right Certificate
(who shall, with such notice, submit his Right Certificate for inspection by the
Company),  then the registered  holder of any Right Certificate may apply to any
court of competent  jurisdiction  for the appointment of a new Rights Agent. Any
successor  Rights  Agent,  whether  appointed by the Company or by such a court,
shall be a corporation organized and doing business under the laws of the United
States or of the State of New York (or of any other  state of the United  States
so  long  as  such  corporation  is  authorized  to  do  business  as a  banking
institution in the State of New York, in good standing,  having an office in the
State of New York,  which is  authorized  under such laws to exercise  corporate
trust or stock  transfer  powers and is subject to supervision or examination by
federal  or state  authority  and  which has at the time of its  appointment  as
Rights  Agent a combined  capital  and  surplus of at least $50  million.  After
appointment,  the  successor  Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent  without  further  act or deed;  but the  predecessor  Rights  Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance,  conveyance, act
or deed necessary for the purpose. Not later than the effective date of any such
appointment,  the  Company  shall  file  notice  thereof  in  writing  with  the
predecessor  Rights  Agent  and each  transfer  agent of the  Common  Shares  or
Preferred Shares, and mail a notice thereof in writing to the registered holders
of the Right  Certificates.  Failure  to give any  notice  provided  for in this
Section 21,  however,  or any defect  therein,  shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.
Section 22. Issuance of New Right Certificates.  Notwithstanding any
of the provisions of this Rights Agreement or of the Rights to the contrary, the
Company may, at its option,  issue new Right  Certificates  evidencing Rights in
such form as may be approved by the Board of Directors of the Company to reflect
any  adjustment or change in the Purchase  Price and the number or kind or class
of  shares  or  other  securities  or  property   purchasable  under  the  Right
Certificates made in accordance with the provisions of this Rights Agreement.
Section 23.  Redemption.  (a) The Board of  Directors of the Company
may,  at its  option,  at any time prior to such time as any  Person  becomes an
Acquiring Person,  redeem all but not less than all the then outstanding  Rights
at a redemption price of $.01 per Right,  appropriately  adjusted to reflect any
stock split,  stock  dividend or similar  transaction  occurring  after the date
hereof (such redemption price being  hereinafter  referred to as the "Redemption
Price").  The  redemption of the Rights by the Board of Directors of the Company
may be made  effective at such time,  on such basis and with such  conditions as
the Board of Directors of the Company, in its sole discretion, may establish.
(b)  Immediately  upon the action of the Board of  Directors  of the
Company  ordering the redemption of the Rights pursuant to paragraph (a) of this
Section 23, and without any further action and without any notice,  the right to
exercise the Rights will terminate and the only right  thereafter of the holders
of Rights shall be to receive the Redemption  Price.  The Company shall promptly
give public notice of any such redemption;  provided,  however, that the failure
to give, or any defect in, any such notice shall not affect the validity of such
redemption.  Within 10 days after such action of the Board of  Directors  of the
Company  ordering the redemption of the Rights,  the Company shall mail a notice
of  redemption to all the holders of the then  outstanding  Rights at their last
addresses as they appear upon the  registry  books of the Rights Agent or, prior
to the  Distribution  Date, on the registry  books of the transfer agent for the
Common Shares. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption  will state the method by which the payment of the  Redemption  Price
will be made.  Neither the Company nor any of its  Affiliates or Associates  may
redeem, acquire or purchase for value any Rights at any time in any manner other
than that specifically set forth in this Section 23 or in Section 24 hereof, and
other  than in  connection  with the  purchase  of  Common  Shares  prior to the
Distribution Date.
Section 24. Exchange. (a) The Board of Directors of the Company may,
at its  option,  at any time  after any  Person  becomes  an  Acquiring  Person,
exchange all or part of the then outstanding and exercisable Rights (which shall
not include  Rights that have become void pursuant to the  provisions of Section
11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per
Right,  appropriately  adjusted to reflect any stock  split,  stock  dividend or
similar  transaction  occurring after the date hereof (such exchange ratio being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
the Board of  Directors  of the Company  shall not be  empowered  to effect such
exchange at any time after any Person (other than the Company, any Subsidiary of
the Company, any employee benefit plan of the Company or any such Subsidiary, or
any entity holding Common Shares for or pursuant to the terms of any such plan),
together  with  all  Affiliates  and  Associates  of such  Person,  becomes  the
Beneficial Owner of 50% or more of the Common Shares then outstanding.
(b)  Immediately  upon the action of the Board of  Directors  of the
Company  ordering the exchange of any Rights  pursuant to paragraph  (a) of this
Section 24 and without any further  action and without any notice,  the right to
exercise such Rights shall  terminate and the only right  thereafter of a holder
of such Rights  shall be to receive  that number of Common  Shares  equal to the
number of such Rights held by such holder  multiplied by the Exchange Ratio. The
Company  shall  promptly  give  public  notice of any such  exchange;  provided,
however,  that the  failure to give,  or any defect in,  such  notice  shall not
affect the validity of such exchange.  The Company  promptly shall mail a notice
of any  such  exchange  to all of the  holders  of such  Rights  at  their  last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be deemed given,  whether or
not the holder receives the notice.  Each such notice of exchange will state the
method by which the  exchange  of the Common  Shares for Rights will be effected
and, in the event of any partial  exchange,  the number of Rights  which will be
exchanged.  Any partial  exchange shall be effected pro rata based on the number
of Rights (other than Rights which have become void  pursuant to the  provisions
of Section 11(a)(ii) hereof) held by each holder of Rights.
(c) In the event that there shall not be  sufficient  Common  Shares
issued but not  outstanding or authorized but unissued to permit any exchange of
Rights as  contemplated  in  accordance  with this Section 24, the Company shall
take all such action as may be necessary to authorize  additional  Common Shares
for issuance upon exchange of the Rights. In the event the Company shall,  after
good faith  effort,  be unable to take all such  action as may be  necessary  to
authorize such additional Common Shares, the Company shall substitute,  for each
Common Share that would otherwise be issuable upon exchange of a Right, a number
of Preferred  Shares or fraction  thereof such that the current per share market
price of one Preferred  Share  multiplied by such number or fraction is equal to
the  current  per  share  market  price  of one  Common  Share as of the date of
issuance of such Preferred Shares or fraction thereof.
(d) The Company  shall not be required to issue  fractions of Common
Shares or to distribute certificates which evidence fractional Common Shares. In
lieu of such fractional  Common Shares,  the Company shall pay to the registered
holders of the Right  Certificates  with regard to which such fractional  Common
Shares would  otherwise be issuable an amount in cash equal to the same fraction
of the current  market value of a whole Common  Share.  For the purposes of this
paragraph  (d),  the current  market  value of a whole Common Share shall be the
closing price of a Common Share (as determined  pursuant to the second  sentence
of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of
exchange pursuant to this Section 24.
Section 25. Notice of Certain Events.  (a) In case the Company shall
propose (i) to pay any dividend  payable in stock of any class to the holders of
its  Preferred  Shares or to make any other  distribution  to the holders of its
Preferred Shares (other than a regular  quarterly cash dividend),  (ii) to offer
to the holders of its Preferred Shares rights or warrants to subscribe for or to
purchase any additional  Preferred Shares or shares of stock of any class or any
other securities, rights or options, (iii) to effect any reclassification of its
Preferred Shares (other than a  reclassification  involving only the subdivision
of outstanding  Preferred  Shares),  (iv) to effect any  consolidation or merger
into or with, or to effect any sale or other  transfer (or to permit one or more
of its  Subsidiaries  to  effect  any  sale or other  transfer),  in one or more
transactions,  of 50% or more of the assets or earning  power of the Company and
its  Subsidiaries  (taken as a whole)  to, any other  Person,  (v) to effect the
liquidation, dissolution or winding up of the Company, or (vi) to declare or pay
any  dividend  on the  Common  Shares  payable  in Common  Shares or to effect a
subdivision,   combination   or   consolidation   of  the   Common   Shares  (by
reclassification  or otherwise  than by payment of dividends in Common  Shares),
then,  in each such  case,  the  Company  shall  give to each  holder of a Right
Certificate,  in  accordance  with Section 26 hereof,  a notice of such proposed
action,  which  shall  specify  the record  date for the  purposes of such stock
dividend,  or  distribution  of rights or  warrants,  or the date on which  such
reclassification,    consolidation,   merger,   sale,   transfer,   liquidation,
dissolution,  or  winding  up is to take  place  and the  date of  participation
therein by the holders of the Common Shares and/or Preferred Shares, if any such
date is to be fixed, and such notice shall be so given in the case of any action
covered by clause  (i) or (ii)  above at least 10 days prior to the record  date
for determining holders of the Preferred Shares for purposes of such action, and
in the case of any such other action,  at least 10 days prior to the date of the
taking of such  proposed  action  or the date of  participation  therein  by the
holders of the Common Shares and/or  Preferred  Shares,  whichever  shall be the
earlier.
(b) In case the event set forth in Section  11(a)(ii)  hereof  shall
occur,  then the Company shall as soon as  practicable  thereafter  give to each
holder of a Right Certificate, in accordance with Section 26 hereof, a notice of
the  occurrence  of such event,  which notice shall  describe such event and the
consequences of such event to holders of Rights under Section 11(a)(ii) hereof.
Section 26.  Notices.  Notices or demands  authorized by this Rights
Agreement  to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently  given or made if sent by
first-class mail, postage prepaid,  addressed (until another address is filed in
writing with the Rights Agent) as follows:

                  THE BANK OF NEW YORK 101 Barclay Street New York, NY 10286

            Subject to the provisions of Section 21 hereof, any notice or demand
authorized by this Rights Agreement to be given or made by the Company or by the
holder of any Right  Certificate to or on the Rights Agent shall be sufficiently
given or made if sent by first-class  mail,  postage  prepaid,  addressed (until
another address is filed in writing with the Company) as follows:

                  Ascent Entertainment Group, Inc.
                  One Tabor Center
                  1200 Seventeenth Street, Suite 1000
                  Denver, Colorado  80202
                  Attention:  Corporate Secretary

            Notices or demands  authorized by this Rights  Agreement to be given
or  made  by the  Company  or  the  Rights  Agent  to the  holder  of any  Right
Certificate  shall be  sufficiently  given or made if sent by first-class  mail,
postage prepaid, addressed to such holder at the address of such holder as shown
on the registry books of the Company.
Section 27. Supplements and Amendments. The Company may from time to
time  supplement  or amend this Rights  Agreement  without  the  approval of any
holders  of Right  Certificates  in order to cure any  ambiguity,  to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions  herein,  or to make any other provisions with respect
to the Rights  which the  Company  may deem  necessary  or  desirable,  any such
supplement  or amendment to be evidenced by a writing  signed by the Company and
the Rights Agent; provided, however, that from and after such time as any Person
becomes an Acquiring  Person,  this Rights Agreement shall not be amended in any
manner  which would  adversely  affect the  interests  of the holders of Rights.
Without  limiting the foregoing,  the Company may at any time prior to such time
as any Person becomes an Acquiring  Person amend this Rights  Agreement to lower
the  thresholds set forth in Sections 1(a) and 3(a) to not less than the greater
of (i) the sum of .001% and the largest  percentage  of the  outstanding  Common
Shares then known by the Company to be  Beneficially  Owned by any Person (other
than the Company,  any Subsidiary of the Company,  any employee  benefit plan of
the Company or of any  Subsidiary of the Company,  or any entity  holding Common
Shares for or pursuant to the terms of any such plan) and (ii) 10%.
Section 28.  Successors.  All the covenants  and  provisions of this
Rights  Agreement by or for the benefit of the Company or the Rights Agent shall
bind and  inure  to the  benefit  of their  respective  successors  and  assigns
hereunder.
Section  29.  Benefits  of this  Rights  Agreement.  Nothing in this
Rights  Agreement  shall be  construed  to give to any  Person,  other  than the
Company,  the Rights Agent and the registered  holders of the Right Certificates
(and, prior to the Distribution  Date, the Common Shares) any legal or equitable
right,  remedy or claim under this Rights  Agreement;  but this Rights Agreement
shall be for the sole and exclusive benefit of the Company, the Rights Agent and
the registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Shares).
Section  30.  Severability.  If any  term,  provision,  covenant  or
restriction  of  this  Rights   Agreement  is  held  by  a  court  of  competent
jurisdiction  or other  authority  to be  invalid,  void or  unenforceable,  the
remainder of the terms,  provisions,  covenants and  restrictions of this Rights
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
Section 31.  Governing  Law.  This Rights  Agreement  and each Right
Certificate  issued  hereunder  shall be deemed to be a contract  made under the
laws of the  State of New York and for all  purposes  shall be  governed  by and
construed in accordance  with the laws of such State  applicable to contracts to
be made and performed entirely within such State.
Section 32.  Counterparts.  This Rights Agreement may be executed in
any number of counterparts and each of such counterparts  shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
Section 33.  Descriptive Headings.  Descriptive headings of the
several Sections of this Rights Agreement are inserted for convenience only
and shall not control or affect the meaning or construction of any of the
provisions hereof.
IN WITNESS  WHEREOF,  the  parties  hereto  have  caused this Rights
Agreement  to be duly  executed and  attested,  all as of the day and year first
above written.
ATTEST:                                   ASCENT ENTERTAINMENT GROUP, INC.
By____________________By______________________________
                         Name:                 Name:
                         Title:                Title:
ATTEST:     THE BANK OF NEW YORK
By______________________                  By_____________________________
                                          Name:Name:
                                          Title:Title:
FORM

                                       of

                           CERTIFICATE OF DESIGNATIONS
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
ASCENT ENTERTAINMENT GROUP, INC.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
Ascent  Entertainment  Group,  Inc.,  a  corporation  organized  and
existing under the General Corporation Law of the State of Delaware (hereinafter
called the  "Corporation"),  hereby certifies that the following  resolution was
adopted by the Board of Directors of the  Corporation as required by Section 151
of the  General  Corporation  Law at a meeting  duly called and held on June 27,
1997:
RESOLVED,  that pursuant to the  authority  granted to and vested in
the Board of Directors  of this  Corporation  (hereinafter  called the "Board of
Directors" or the "Board") in accordance  with the provisions of the Certificate
of  Incorporation,  the Board of Directors  hereby creates a series of Preferred
Stock of the Corporation,  par value $.01 per share (the "Preferred Stock"), and
hereby  states the  designation  and number of  shares,  and fixes the  relative
rights, preferences, and limitations thereof as follows:
Series A Junior Participating Preferred Stock:
Section 1.  Designation and Amount.  The shares of such series shall
be designated as "Series A Junior Participating  Preferred Stock" (the "Series A
Preferred  Stock") and the number of shares  constituting the Series A Preferred
Stock shall be 600,000.  Such number of shares may be  increased or decreased by
resolution of the Board of Directors; provided that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number less than the number of
shares then outstanding plus the number of shares reserved for issuance upon the
exercise of  outstanding  options,  rights or warrants or upon the conversion of
any outstanding  securities issued by the Corporation  convertible into Series A
Preferred Stock.

            Section 2.  Dividends and Distributions.

      (A)  Subject to the  rights of the  holders of any shares of any series of
      Preferred  Stock (or any similar  stock) ranking prior and superior to the
      Series A Preferred Stock with respect to dividends,  the holders of shares
      of Series A Preferred Stock, in preference to the holders of Common Stock,
      par value $.01 per share (the "Common Stock"), of the Corporation,  and of
      any other  junior  stock,  shall be entitled to receive,  when,  as and if
      declared by the Board of Directors out of funds legally  available for the
      purpose,  quarterly  dividends  payable in cash on the first day of March,
      June,  September and December in each year (each such date being  referred
      to herein as a "Quarterly Dividend Payment Date"), commencing on the first
      Quarterly  Dividend  Payment  Date after the first  issuance of a share or
      fraction  of a share of Series A Preferred  Stock,  in an amount per share
      (rounded  to the  nearest  cent)  equal  to the  greater  of (a) $1 or (b)
      subject to the provision for adjustment  hereinafter set forth,  100 times
      the  aggregate per share amount of all cash  dividends,  and 100 times the
      aggregate per share amount (payable in kind) of all non- cash dividends or
      other  distributions,  other than a  dividend  payable in shares of Common
      Stock or a  subdivision  of the  outstanding  shares of  Common  Stock (by
      reclassification  or  otherwise),  declared on the Common  Stock since the
      immediately  preceding Quarterly Dividend Payment Date or, with respect to
      the first Quarterly Dividend Payment Date, since the first issuance of any
      share or fraction of a share of Series A Preferred Stock. In the event the
      Corporation  shall at any time  declare or pay any  dividend on the Common
      Stock  payable  in shares  of Common  Stock,  or effect a  subdivision  or
      combination or consolidation of the outstanding shares of Common Stock (by
      reclassification  or otherwise  than by payment of a dividend in shares of
      Common  Stock) into a greater or lesser  number of shares of Common Stock,
      then in each such case the  amount to which  holders of shares of Series A
      Preferred Stock were entitled immediately prior to such event under clause
      (b) of the preceding sentence shall be adjusted by multiplying such amount
      by a fraction,  the  numerator  of which is the number of shares of Common
      Stock  outstanding  immediately  after such event and the  denominator  of
      which is the  number  of  shares of  Common  Stock  that were  outstanding
      immediately  prior to such  event.  (B) The  Corporation  shall  declare a
      dividend or  distribution  on the Series A Preferred  Stock as provided in
      paragraph (A) of this Section  immediately after it declares a dividend or
      distribution on the Common Stock (other than a dividend  payable in shares
      of Common Stock);  provided that, in the event no dividend or distribution
      shall have been declared on the Common Stock during the period between any
      Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
      Payment  Date, a dividend of $1 per share on the Series A Preferred  Stock
      shall  nevertheless  be  payable  on such  subsequent  Quarterly  Dividend
      Payment Date.

      (C)  Dividends  shall  begin to accrue and be  cumulative  on  outstanding
      shares of Series A Preferred  Stock from the  Quarterly  Dividend  Payment
      Date next  preceding the date of issue of such shares,  unless the date of
      issue of such shares is prior to the record  date for the first  Quarterly
      Dividend  Payment Date, in which case dividends on such shares shall begin
      to accrue  from the date of issue of such  shares,  or unless  the date of
      issue is a Quarterly  Dividend  Payment Date or is a date after the record
      date for the  determination  of  holders  of shares of Series A  Preferred
      Stock  entitled to receive a quarterly  dividend and before such Quarterly
      Dividend  Payment  Date,  in either of which events such  dividends  shall
      begin to accrue and be cumulative  from such  Quarterly  Dividend  Payment
      Date. Accrued but unpaid dividends shall not bear interest. Dividends paid
      on the shares of Series A Preferred Stock in an amount less than the total
      amount of such  dividends  at the time  accrued and payable on such shares
      shall be  allocated  pro rata on a  share-by-share  basis  among  all such
      shares at the time  outstanding.  The Board of Directors  may fix a record
      date for the  determination  of  holders  of shares of Series A  Preferred
      Stock entitled to receive payment of a dividend or  distribution  declared
      thereon,  which  record  date  shall be not more than 60 days prior to the
      date fixed for the payment thereof.
Section 3.  Voting Rights.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:

      (A) Subject to the provision for adjustment  hereinafter  set forth,  each
      share of Series A Preferred  Stock shall entitle the holder thereof to 100
      votes  on all  matters  submitted  to a vote  of the  stockholders  of the
      Corporation. In the event the Corporation shall at any time declare or pay
      any dividend on the Common  Stock  payable in shares of Common  Stock,  or
      effect a subdivision or combination or  consolidation  of the  outstanding
      shares of Common Stock (by  reclassification  or otherwise than by payment
      of a dividend in shares of Common  Stock) into a greater or lesser  number
      of shares of Common Stock,  then in each such case the number of votes per
      share to which holders of shares of Series A Preferred Stock were entitled
      immediately  prior to such event  shall be adjusted  by  multiplying  such
      number by a fraction,  the  numerator  of which is the number of shares of
      Common Stock outstanding  immediately after such event and the denominator
      of which is the  number of shares of Common  Stock  that were  outstanding
      immediately prior to such event.

      (B) Except as  otherwise  provided  herein,  in any other  Certificate  of
      Designations creating a series of Preferred Stock or any similar stock, or
      by law, the holders of shares of Series A Preferred  Stock and the holders
      of shares of Common Stock and any other capital  stock of the  Corporation
      having  general  voting  rights  shall vote  together  as one class on all
      matters submitted to a vote of stockholders of the Corporation.

      (C) Except as set forth herein,  or as otherwise  provided by law, holders
      of Series A Preferred  Stock shall have no special voting rights and their
      consent  shall not be required  (except to the extent they are entitled to
      vote with  holders  of Common  Stock as set forth  herein)  for taking any
      corporate action.
Section 4.  Certain Restrictions.

      (A)  Whenever  quarterly  dividends or other  dividends  or  distributions
      payable on the Series A  Preferred  Stock as  provided in Section 2 are in
      arrears,  thereafter  and until  all  accrued  and  unpaid  dividends  and
      distributions,  whether or not  declared,  on shares of Series A Preferred
      Stock outstanding shall have been paid in full, the Corporation shall not:

      (i)  declare or pay  dividends,  or make any other  distributions,  on any
      shares  of  stock  ranking   junior   (either  as  to  dividends  or  upon
      liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay  dividends,  or make any other  distributions,  on any
      shares  of stock  ranking  on a parity  (either  as to  dividends  or upon
      liquidation, dissolution or winding up) with the Series A Preferred Stock,
      except dividends paid ratably on the Series A Preferred Stock and all such
      parity stock on which dividends are payable or in arrears in proportion to
      the  total  amounts  to which  the  holders  of all such  shares  are then
      entitled;

      (iii) redeem or purchase or otherwise acquire for consideration  shares of
      any stock  ranking  junior  (either as to dividends  or upon  liquidation,
      dissolution or winding up) to the Series A Preferred Stock,  provided that
      the  Corporation  may at any time redeem,  purchase or  otherwise  acquire
      shares of any such junior stock in exchange for shares of any stock of the
      Corporation  ranking junior  (either as to dividends or upon  dissolution,
      liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem or purchase or otherwise  acquire for consideration any shares
      of Series A Preferred  Stock,  or any shares of stock  ranking on a parity
      with the Series A Preferred  Stock,  except in accordance  with a purchase
      offer made in writing or by  publication  (as  determined  by the Board of
      Directors)  to all  holders of such shares upon such terms as the Board of
      Directors, after consideration of the respective annual dividend rates and
      other  relative  rights  and  preferences  of the  respective  series  and
      classes,  shall  determine in good faith will result in fair and equitable
      treatment among the respective series or classes.

      (B) The Corporation  shall not permit any subsidiary of the Corporation to
      purchase or otherwise acquire for consideration any shares of stock of the
      Corporation  unless the  Corporation  could,  under  paragraph (A) of this
      Section 4,  purchase or otherwise  acquire such shares at such time and in
      such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and canceled promptly after the acquisition  thereof.  All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
subject to the conditions and restrictions on issuance set forth herein,  in the
Certificate  of  Incorporation,  or in any  other  Certificate  of  Designations
creating  a series  of  Preferred  Stock or any  similar  stock or as  otherwise
required by law.
Section  6.  Liquidation,   Dissolution  or  Winding  Up.  Upon  any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the  holders  of shares of stock  ranking  junior  (either  as to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series A
Preferred  Stock  unless,  prior  thereto,  the  holders  of  shares of Series A
Preferred  Stock shall have  received  $100 per share,  plus an amount  equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such  payment,  provided  that the  holders of shares of Series A
Preferred  Stock  shall be entitled  to receive an  aggregate  amount per share,
subject to the  provision for  adjustment  hereinafter  set forth,  equal to 100
times the aggregate  amount to be distributed  per share to holders of shares of
Common  Stock,  or (2) to the  holders  of shares of stock  ranking  on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred  Stock,  except  distributions  made  ratably on the Series A
Preferred  Stock and all such parity stock in proportion to the total amounts to
which the  holders  of all such  shares  are  entitled  upon  such  liquidation,
dissolution  or  winding  up.  In the event  the  Corporation  shall at any time
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock,  then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the  preceding  sentence  shall be
adjusted by multiplying  such amount by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation,  merger, combination or other transaction in which
the shares of Common  Stock are  exchanged  for or changed  into other  stock or
securities,  cash and/or any other property, then in any such case each share of
Series A  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal to 100  times  the  aggregate  amount  of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange  or change of shares of Series A  Preferred  Stock shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.
Section 8.  No Redemption.  The shares of Series A Preferred
Stock shall not be redeemable.
Section 9. Rank.  The Series A  Preferred  Stock  shall  rank,  with
respect to the payment of dividends and the  distribution  of assets,  junior to
all series of any other class of the Corporation's Preferred Stock.
Section 10.  Amendment.  The  Certificate  of  Incorporation  of the
Corporation  shall not be amended in any manner which would  materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding  shares of Series A Preferred Stock,  voting
together as a single class.
IN WITNESS WHEREOF,  this Certificate of Designations is executed on
behalf of the  Corporation  by its Chief  Executive  Officer and attested by its
Secretary this 27th day of June, 1997.
ATTEST:

                                                By:________________________
                                                      Arthur M. AaronCharles
                                                      Lyons
                                                      Vice President,
                                                      Business &
                                                      LegalChairman, President
                                                      Affairs and
                                                      SecretaryAnd CEO
Form of Right Certificate
Certificate No. R-                      Rights
NOT EXERCISABLE AFTER JULY 10, 2007 OR EARLIER IF
REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE SUB-
JECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE
ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
Right Certificate
ASCENT ENTERTAINMENT GROUP, INC.
This certifies that , or registered  assigns, is the registered owner
of the  number  of Rights  set forth  above,  each of which  entitles  the owner
thereof,  subject  to  the  terms,  provisions  and  conditions  of  the  Rights
Agreement,  dated as of June 27, 1997 (the "Rights  Agreement"),  between Ascent
Entertainment Group, Inc., a Delaware corporation (the "Company"),  and The Bank
of New York (the "Rights Agent"), to purchase from the Company at any time after
the  Distribution  Date (as such term is defined in the  Rights  Agreement)  and
prior to 5:00 P.M.,  New York time, on July 10, 2007 at the principal  office of
the  Rights  Agent,  or at the  office of its  successor  as Rights  Agent,  one
one-hundredth  of  a  fully  paid  non-assessable   share  of  Series  A  Junior
Participating  Preferred  Stock of the  Company,  par value  $.01 per share (the
"Preferred  Shares"),  at a purchase price of $40.00 per one  one-hundredth of a
Preferred Share (the "Purchase Price"),  upon presentation and surrender of this
Right  Certificate  with the Form of  Election to Purchase  duly  executed.  The
number of Rights  evidenced  by this  Right  Certificate  (and the number of one
one-hundredths of a Preferred Share which may be purchased upon exercise hereof)
set forth  above,  and the Purchase  Price set forth  above,  are the number and
Purchase Price as of July 10, 1997, based on the Preferred Shares as constituted
at such date. As provided in the Rights  Agreement,  the Purchase  Price and the
number of one  one-hundredths  of a Preferred  Share which may be purchased upon
the exercise of the Rights  evidenced by this Right  Certificate  are subject to
modification and adjustment upon the happening of certain events.
This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement,  which terms,  provisions and conditions are
hereby incorporated herein by reference
and made a part hereof and to which  Rights  Agreement  reference is hereby made
for a full description of the rights, limitations of rights, obligations, duties
and immunities hereunder of the Rights Agent, the Company and the holders of the
Right Certificates.  Copies of the Rights Agreement are on file at the principal
executive offices of the Company and the offices of the Rights Agent.
This Right  Certificate,  with or without  other Right  Certificates,
upon surrender at the principal office of the Rights Agent, may be exchanged for
another  Right  Certificate  or  Right  Certificates  of  like  tenor  and  date
evidencing  Rights  entitling the holder to purchase a like aggregate  number of
Preferred  Shares as the  Rights  evidenced  by the Right  Certificate  or Right
Certificates  surrendered  shall have entitled such holder to purchase.  If this
Right  Certificate  shall be exercised in part,  the holder shall be entitled to
receive upon surrender  hereof another Right  Certificate or Right  Certificates
for the number of whole Rights not exercised.
Subject  to  the  provisions  of the  Rights  Agreement,  the  Rights
evidenced  by this Right  Certificate  (i) may be  redeemed  by the Company at a
redemption  price of $.01 per  Right  or (ii) may be  exchanged,  in whole or in
part, for Preferred  Shares or shares of the Company's  Common Stock,  par value
$.01 per share.
No  fractional  Preferred  Shares will be issued upon the exercise of
any Right or Rights  evidenced  hereby (other than fractions  which are integral
multiples of one one-hundredth of a Preferred Share,  which may, at the election
of the Company,  be evidenced by depositary  receipts),  but in, lieu thereof, a
cash payment will be made, as provided in the Rights Agreement.
No holder of this  Right  Certificate  shall be  entitled  to vote or
receive  dividends  or be deemed for any  purpose  the  holder of the  Preferred
Shares  or of any  other  securities  of the  Company  which  may at any time be
issuable on the  exercise  hereof,  nor shall  anything  contained in the Rights
Agreement or herein be construed to confer upon the holder hereof,  as such, any
of the  rights  of a  stockholder  of the  Company  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  stockholders  at any
meeting thereof,  or to give or withhold consent to any corporate  action, or to
receive notice of meetings or other actions  affecting  stockholders  (except as
provided  in the Rights  Agreement),  or to receive  dividends  or  subscription
rights,  or  otherwise,  until  the  Right or  Rights  evidenced  by this  Right
Certificate shall have been exercised as provided in the Rights Agreement.
This  Right  Certificate  shall  not be valid or  obligatory  for any
purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal. Dated as of , 1997.
ATTEST:                            ASCENT ENTERTAINMENT GROUP, INC.
By
Name:                                 Name:
Title:                                Title:
COUNTERSIGNED:
THE BANK OF NEW YORK
By
Name:
Title:

                    Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Right Certificate.)
FOR VALUE RECEIVED

                                 hereby sells, assigns and transfers unto
Please print name and address of transferee)
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably  constitute and appoint Attorney, to transfer the within
Right Certificate on the books of the within-named  Company,  with full power of
substitution.
Dated:
Signature__________________________
Signature Guaranteed:

            Signatures  must be  guaranteed  by a  member  firm of a  registered
national securities exchange, a member of the National Association of Securities
Dealers,  Inc.,  or a  commercial  bank or trust  company  having  an  office or
correspondent in the United States.

------------------------------------------------------------
The undersigned  hereby  certifies that the Rights evidenced by this
Right  Certificate  are not  beneficially  owned by an  Acquiring  Person  or an
Affiliate or Associate thereof (as defined in the Rights Agreement).
Signature__________________________
Form of Reverse Side of Right Certificate -- continued
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise
Rights represented by the Right Certificate.)
To:  ASCENT ENTERTAINMENT GROUP, INC.
The              undersigned  hereby  irrevocably  elects to exercise
                            Rights represented by this Right Certificate to
purchase  the  Preferred  Shares  issuable  upon the exercise of such Rights and
requests that certificates for such Preferred Shares be issued in the name of:
Please insert social security
or other identifying number
(Please print name and address)
If such  number of Rights  shall not be all the Rights  evidenced  by this Right
Certificate,  a new Right  Certificate for the balance  remaining of such Rights
shall be registered in the name of and delivered to:
Please insert social security
or other identifying number
(Please print name and address)
Dated:_______________________
Signature
Signature Guaranteed:
Signatures  must be  guaranteed  by a  member  firm  of a  registered
national securities exchange, a member of the National Association of Securities
Dealers,  Inc.,  or a  commercial  bank or trust  company  having  an  office or
correspondent in the United States.
Form of Reverse Side of Right Certificate -- continued
-------------------------------------------------------------
The undersigned  hereby  certifies that the Rights  evidenced by this
Right  Certificate  are not  beneficially  owned by an  Acquiring  Person  or an
Affiliate or Associate thereof (as defined in the Rights Agreement).
Signature
-------------------------------------------------------------
NOTICE
The  signature  in the  Form of  Assignment  or Form of  Election  to
Purchase,  as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever.
In the  event  the  certification  set  forth  above  in the  Form of
Assignment  or the Form of  Election  to  Purchase,  as the case may be,  is not
completed,  the Company and the Rights Agent will deem the  beneficial  owner of
the Rights  evidenced by this Right  Certificate to be an Acquiring Person or an
Affiliate or  Associate  thereof (as defined in the Rights  Agreement)  and such
Assignment or Election to Purchase will not be honored.
SUMMARY OF RIGHTS TO PURCHASE
PREFERRED SHARES
On June 27, 1997,  the Board of  Directors  of Ascent  Entertainment
Group, Inc. (the "Company")  declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock of the Company, par
value $.01 per share (the "Common Shares").  The dividend is payable on July 10,
1997 (the "Record Date") to the  stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one one-hundredth of
a share of Series A Junior  Participating  Preferred  Stock of the Company,  par
value  $.01 per share  (the  "Preferred  Shares"),  at a price of $40.00 per one
one-hundredth  of  a  Preferred  Share  (the  "Purchase   Price"),   subject  to
adjustment.  The  description  and terms of the Rights are set forth in a Rights
Agreement (the "Rights  Agreement") between the Company and The Bank of New York
as Rights Agent (the "Rights Agent").
Until  the  earlier  to  occur  of (i) 10 days  following  a  public
announcement  that a person or group of  affiliated  or  associated  persons (an
"Acquiring  Person")  have acquired  beneficial  ownership of 15% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors of the Company prior to such time
as any  person or group of  affiliated  persons  becomes  an  Acquiring  Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the  outstanding  Common Shares
(the earlier of such dates being the  "Distribution  Date"),  the Rights will be
evidenced,  with respect to any of the Common Share certificates  outstanding as
of the Record Date, by such Common Share certificate with a copy of this Summary
of Rights attached thereto.
The Rights Agreement  provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights),  the Rights will be transferred
with and only with the Common Shares.  Until the  Distribution  Date (or earlier
redemption or expiration of the Rights),  new Common Share  certificates  issued
after the Record  Date upon  transfer  or new  issuance  of Common  Shares  will
contain a notation  incorporating  the Rights Agreement by reference.  Until the
Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  the
surrender for transfer of any certificates  for Common Shares  outstanding as of
the Record Date,  even without such notation or a copy of this Summary of Rights
being  attached  thereto,  will  also  constitute  the  transfer  of the  Rights
associated with the Common Shares  represented by such  certificate.  As soon as
practicable  following the Distribution Date, separate  certificates  evidencing
the  Rights  ("Right  Certificates")  will be mailed to holders of record of the
Common  Shares as of the close of  business  on the  Distribution  Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not  exercisable  until the  Distribution  Date.  The
Rights will expire on July 10, 2007 (the "Final  Expiration  Date"),  unless the
Final  Expiration Date is extended or unless the Rights are earlier  redeemed or
exchanged by the Company, in each case, as described below.
The Purchase  Price payable,  and the number of Preferred  Shares or
other securities or property  issuable,  upon exercise of the Rights are subject
to adjustment from time to time to prevent  dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares; (ii) upon the grant to holders of the Preferred Shares of certain rights
or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
securities  convertible into Preferred Shares with a conversion price, less than
the  then-current  market  price of the  Preferred  Shares;  or  (iii)  upon the
distribution to holders of the Preferred  Shares of evidences of indebtedness or
assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
retained  earnings or dividends  payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The   number  of   outstanding   Rights   and  the   number  of  one
one-hundredths  of a Preferred  Share  issuable  upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or  subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable.  Each  Preferred  Share will be entitled  to a minimum  preferential
quarterly  dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend  declared per Common  Share.  In the event of
liquidation,  the holders of the Preferred  Shares will be entitled to a minimum
preferential  liquidation  payment of $100 per share but will be  entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes,  voting together with the Common Shares.  Finally, in
the event of any merger,  consolidation  or other  transaction  in which  Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount  received per Common  Share.  These rights are protected by customary
anti-dilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights,  the value of the one  one-hundredth  interest in a Preferred
Share  purchasable  upon exercise of each Right should  approximate the value of
one Common Share.
In the  event  that the  Company  is  acquired  in a merger or other
business  combination  transaction or 50% or more of its consolidated  assets or
earning  power are sold after a person or group has become an Acquiring  Person,
proper  provision  will be made so that each  holder of a Right will  thereafter
have the  right  to  receive,  upon the  exercise  thereof  at the then  current
exercise  price of the  Right,  that  number of  shares  of common  stock of the
acquiring company which at the time of such transaction will have a market value
of two times the  exercise  price of the Right.  In the event that any person or
group of affiliated or associated  persons becomes an Acquiring  Person,  proper
provision  shall be made so that  each  holder  of a Right,  other  than  Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter  have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.
At any time after any person or group  becomes an  Acquiring  Person
and  prior  to the  acquisition  by such  person  or group of 50% or more of the
outstanding  Common  Shares,  the Board of Directors of the Company may exchange
the Rights  (other  than  Rights  owned by such  person or group which will have
become void),  in whole or in part, at an exchange ratio of one Common Share, or
one  one-hundredth  of a Preferred  Share (or of a share of a class or series of
the  Company's  preferred  stock  having  equivalent  rights,   preferences  and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such Purchase Price. No fractional  Preferred  Shares will be issued (other than
fractions  which are  integral  multiples  of one  one-hundredth  of a Preferred
Share,  which may, at the  election of the Company,  be evidenced by  depositary
receipts) and, in lieu thereof,  an adjustment in cash will be made based on the
market price of the  Preferred  Shares on the last trading day prior to the date
of exercise.
At any  time  prior  to the  acquisition  by a  person  or  group of
affiliated or associated  persons of beneficial  ownership of 15% or more of the
outstanding  Common Shares, the Board of Directors of the Company may redeem the
Rights,  in whole but not in part, at a price of $.01 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time on such
basis with such  conditions as the Board of Directors,  in its sole  discretion,
may  establish.  Immediately  upon any  redemption  of the Rights,  the right to
exercise the Rights will  terminate  and the only right of the holders of Rights
will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of  Directors of
the Company  without the  consent of the  holders of the  Rights,  including  an
amendment  to lower  certain  thresholds  described  above to not less  than the
greater of (i) the sum of .001% and the largest  percentage  of the  outstanding
Common Shares then known to the Company to be  beneficially  owned by any person
or group of affiliated or associated  persons and (ii) 10%, except that from and
after  such time as any  person or group of  affiliated  or  associated  persons
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights.
Until a Right is exercised,  the holder thereof,  as such, will have
no rights as a stockholder of the Company,  including,  without limitation,  the
right to vote or to receive dividends.
A copy of the Rights  Agreement  has been filed with the  Securities
and Exchange  Commission as an Exhibit to a  Registration  Statement on Form 8-A
dated July 1, 1997. A copy of the Rights  Agreement is available  free of charge
from the Company.  This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights  Agreement,
which is hereby incorporated herein by reference.
EXHIBIT 10.1

                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDED AND  RESTATED  AGREEMENT  made as of December  18, 1995,  and
amended  as of  November  18,  1996 and June 27,  1997,  by and  between  Ascent
Entertainment Group, Inc., a Delaware  corporation  ("Ascent" or the "Company"),
and Charles Lyons, a resident of the State of Colorado(the "Executive").
WHEREAS,  effective  on June 27, 1997 (the  "Distribution  Date"),  COMSAT
Corporation  ("COMSAT")  distributed its remaining  80.67% interest in Ascent to
COMSAT's shareholders; and
WHEREAS,  Ascent  desires to employ the  Executive as President  and Chief
Executive  Officer  of  Ascent,   and  the  Executive  desires  to  accept  such
employment, on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
made herein, and intending to be legally bound hereby,  Ascent and the Executive
agree as follows:
1.    Employment; Duties.
(a) Employment and Employment Period.  Ascent shall employ the
Executive to serve as  President  and Chief  Executive  Officer of Ascent or its
successor entity for a period (the "Employment  Period")  commencing on June 27,
1997(the  "Effective  Date") and continuing  thereafter for a term of five years
until June 27, 2002 unless  terminated in accordance with the provisions of this
Agreement.  In the event that  Ascent  desires to extend the  employment  of the
Executive,  it must give written notice of such desire by the fourth anniversary
of the  Effective  Date,  and after such notice the parties  shall enter into an
exclusive  negotiation  period of not less  than six  months,  unless  otherwise
mutually  agreed upon by the parties in writing.  Each 12 month period ending on
the anniversary date of the Effective Date is sometimes  referred to herein as a
"year of the Employment Period."
(b) Offices, Duties and Responsibilities. Effective on the Effective
Date,  Executive  shall be  elected  President  and Chief  Executive  Officer of
Ascent. The Executive shall report directly and solely to the Board of Directors
of Ascent (the "Board").  Throughout the Employment  Period,  Ascent shall cause
Executive to be a member and Chairman of the Board.  In addition,  the Executive
shall be a member  of all  committees  of the  Board  (including  any  executive
committee  or  nominating  committee)  other  than the Audit  Committee  and the
Compensation  Committee.  Executive  shall be a member and the  chairman  of any
senior executive or management  committees which are not committees of the Board
which may be established from time to time by the Board. The Executive's offices
initially  shall be located at the Company=s  headquarters,  which are presently
located in Denver,  Colorado.  The Executive shall have all duties and authority
customarily accorded a chief executive officer,  including,  without limitation,
the lead responsibility  with full autonomy,  subject to the customary authority
and  direction  of the  Board,  to  direct  and  develop  the  capabilities  and
performance  of Ascent.  All  employees  of Ascent  shall  report,  directly  or
indirectly,  to the Executive and the Executive shall have the authority to hire
and fire all such employees within established budget parameters. Subject to the
authority and  responsibility  set forth in this Section 1(b),  the  Executive's
management of Ascent shall be (x) in accordance with the written policies of the
Board and Ascent's Policies and Procedures, both as in effect from time to time,
and (y) within the limits of an annual budget for Ascent which shall be approved
by the Board at least 30 days before the  beginning  of the fiscal year to which
such budget  relates.  The annual  budget shall provide  adequate  resources for
Executive  to  operate  Ascent  in a manner  substantially  consistent  with the
customary  day to day  operations of  comparable  first-class  businesses in the
United States entertainment  industry. If the Executive proposes the expenditure
of any amounts  which  exceed the  applicable  annual  budgets for Ascent,  such
excess amounts shall not be committed to Executive's  authority unless and until
specifically  authorized  and  approved by the Board , to the extent so required
under Ascent's Policies and Procedures.
(c) Devotion to Interests of Ascent.  During the Employment  Period,
the Executive  shall render his business  services  solely in the performance of
his duties  hereunder.  The Executive  shall use his best efforts to promote the
interests and welfare of Ascent.  Notwithstanding  the foregoing,  the Executive
shall be  entitled to  undertake  such  outside  activities  (e.g.,  charitable,
educational,  personal interests,  board of directors membership,  and so forth,
that do not  compete  with the  business  of Ascent) as do not  unreasonably  or
materially  interfere with the performance of his duties hereunder as reasonably
determined by the Board in consultation with the Executive.

            2.    Compensation and Fringe Benefits.
(a)   Base Compensation.  Ascent shall pay the
Executive a base salary ("Base  Salary") at the rate of $500,000 per
year  during  the  Employment  Period  with  payments  made in  installments  in
accordance with Ascent's regular practice for compensating  executive personnel,
provided that in no event shall such payments be made less frequently than twice
per month.  The Base Salary for the  Executive  shall be reviewed for  increases
each year  during  the  Employment  Period  commencing  the  second  year of the
Employment  Period.  Any Base Salary increases shall be approved by the Board in
its sole discretion.
(b) Bonus  Compensation.  The Executive  will be eligible to receive
bonuses  ("Annual  Bonus") during the Employment  Period in accordance  with the
following  parameters:  (i) the target bonus for each year during the Employment
Period  shall be 70% of Base Salary for  achieving  100% of the target level for
the performance measures; and (ii) the performance measures, the relative weight
to be  accorded  each  performance  measure  and the amount of bonus  payable in
relation to the target bonus for achieving  more or less than 100% of the target
level for the performance  measures shall be determined for each year during the
Employment  Period by the  Compensation  Committee after  consultation  with the
Executive.  As part of the  consultation  process  set  forth  in the  preceding
sentence,  the Executive shall prepare before the end of each fiscal year ending
during the Employment Period a business plan for Ascent with respect to at least
the following three year period. The Board shall consider and approve such plans
on an annual basis,  subject to such  modifications as are otherwise  consistent
with this  Agreement,  and each fiscal year the current plan shall be considered
by the Compensation  Committee as the basis for establishing the bonus standards
for such year with such reasonable  modifications as the Compensation  Committee
may reasonably determine and which are consistent with this Agreement.
(c)  Fringe  Benefits.  The  Executive  also  shall be  entitled  to
participate in group health,  dental and disability insurance programs,  and any
group profit  sharing,  deferred  compensation,  supplemental  life insurance or
other  benefit  plans as are  generally  made  available by Ascent to the senior
executives  of  Ascent on a  favored  nations  basis,  which  benefits  shall be
comparable,  in the aggregate, to the benefits available to senior executives of
similarly situated companies in the entertainment  industry. Such benefits shall
include   reimbursement  of  (i)  documented  expenses  reasonably  incurred  in
connection  with  travel and  entertainment  related to  Ascent's  business  and
affairs, (ii) Executive's reasonable legal fees and costs incurred in connection
with  the  drafting,  negotiation  and  execution  of  this  Agreement,  Irell &
Manella's rates for fees and costs being deemed reasonable,  and (iii) a monthly
payment for or  reimbursement  of automobile  and other  transportation  related
expenses of $1,200 per month.  All benefits  described in the  foregoing (i) and
(ii) that are  reportable  as earned or unearned  income will be Agrossed up@ by
Ascent in connection with federal and state tax obligations to provide Executive
with appropriate net tax coverage so that the benefits received by the Executive
from the  foregoing  clauses (i) and (ii) shall be net of income and  employment
taxes  thereon.  Ascent  reserves the right to modify or terminate  from time to
time the fringe benefits provided to the senior management group,  provided that
the fringe benefits provided to the Executive shall not be materially reduced on
an overall basis during the Employment Period.
(d)   Financial Planning.  The Executive shall be entitled to
receive financial counseling and planning services provided by Ascent at a
cost to be approved annually by the Compensation Committee.
(e) Stock Appreciation Rights.  Ascent hereby grants to Executive as
of the Effective Date stock appreciation  rights ("SARs"),  exercisable only for
cash, with respect to 297,500 shares of Ascent's  common stock,  par value $0.01
per share, each such SAR exercisable at the per-share price equal to the average
of the high and low sale  prices of the Common  Stock on the five  trading  days
commencing on the Distribution  Date (the "Exercise  Price").  The SARs shall be
exercisable by Executive according to the following schedule:
(i)   10% of the SARs on or after June 27, 1997;
(ii) 15% of the SARs on or after December 18, 1997;
(iii)25% of the SARs on or after December 18, 1998;
(iv)  25% of the SARs on or after December 18, 1999; and
(v)   25% of the SARs on or after December 18, 2000.

            Notwithstanding  the foregoing,  100% of the SARs shall  immediately
vest and become  immediately  exercisable,  without  any  further  action by the
Executive,  upon the  occurrence of any "Change of Control  Event" as defined in
Section 7(a) below, or upon the occurrence of any event that results in Ascent's
Common  Stock no  longer  being  traded on any of the New York  Stock  Exchange,
American Stock Exchange or NASDAQ  National  Market System  (including,  without
limitation,  as a result  of any  so-called  "going  private"  transaction  with
Ascent).   Such  SARs  shall  be  represented  by  a  SAR  agreement  containing
appropriate terms consistent with the provisions of this Agreement. The SARs, to
the extent they remain  unexercised,  shall  automatically  and without  further
notice  terminate  and become of no further force and effect only at the time of
the earliest of the following to occur:
(x) Three months after the date upon which a  termination  for
cause by Ascent (as provided in Section  5(b)) shall have become  effective  and
final; or
(y)   December 18, 2005.
In  the   event   of  any   stock   split,   stock   dividend,   spin-off,
reclassification,    recapitalization,   merger,   consolidation,   subdivision,
combination  or other change which  affects the  character or amount of Ascent's
common  stock  after  the  Effective  Date  and  prior  to the  exercise  and/or
expiration  of all of the SARs,  the  number  and  exercise  price of and/or the
formula for determining the value of such unissued or unexercised  SARs shall be
adjusted in order to make such SARs, as nearly as may be practicable, equivalent
in nature  and value to the SARs that  would have  existed  had such  change not
taken place. In addition,  if Ascent adopts a stock-based incentive plan that in
Executive's sole judgment provides for any term(s) more favorable to the grantee
than any term(s) set forth above,  Executive  will be entitled to the benefit of
such more favorable term(s) with respect to the SARs, other than with respect to
the vesting schedule thereof, but in no event will any term(s) applicable to the
SARs be less favorable to Executive than those set forth above.
During the Employment  Period,  the Executive shall be granted  additional
stock-based  incentives as determined by the Compensation  Committee in its sole
discretion. Notwithstanding any other provision of this Agreement except Section
5(b),  the  Compensation  Committee  may  in its  discretion  provide  that  any
stock-based  incentives  granted to the Executive which have not vested prior to
his  termination of employment  shall continue to vest in accordance  with their
original terms as if the Executive's employment had not terminated.
(f) COMSAT  Benefits.  After December 18, 1995, the Executive  shall
cease to  participate  in COMSAT's  Key  Employee  Stock  Plans,  Insurance  and
Retirement Plan for Executives,  Directors and Executives Deferred  Compensation
Plan (the "Deferred  Compensation  Plan"),  Split Dollar Insurance Plan,  Annual
Incentive Plan ("AIP") and Educational Grant Program (collectively,  the "COMSAT
Executive  Benefit  Plans"),  and shall forfeit any and all rights and interests
under the COMSAT Executive Benefit Plans; provided,  however, that the Executive
shall retain the stock options,  restricted stock awards, restricted stock units
and phantom stock units  previously  granted to him under the Key Employee Stock
Plans and the AIP  (together  with  Executive's  deferred  compensation  account
referred to in (iii) below,  collectively,  the "COMSAT  Stock  Awards"),  which
shall  continue to vest in accordance  with their  original terms as long as the
Executive  remains  employed  by  Ascent,  and,  in the case of  stock  options,
terminate three months after the later of either (x) the Distribution Date, with
respect  to such stock  options  which are fully  vested as of the  Distribution
Date,  and (y) the date  such  stock  options  become  fully  vested;  provided,
however, that subject to the approval of the COMSAT Compensation Committee,  all
of the  Executive's  COMSAT stock options shall not terminate until three months
after the last such options fully vest.
(g)  Consulting  Compensation.   If  the  Executive  is  still
employed by Ascent on the date preceding the fifth  anniversary of the Effective
Date,  and if by such date the  Executive and Ascent have not executed a written
agreement for an additional term of employment, then the Employment Period shall
expire and, in addition to and without  limitation of any rights of either party
under this  Agreement  or  otherwise,  Ascent  shall  retain the  Executive as a
non-exclusive  consultant  and, as  compensation  for such  consulting  services
(which  shall  be of a  type  and  scope  that  would  not  interfere  with  the
Executive's  rendering  for a  third  party  the  type of  full-time,  exclusive
services  rendered by the  Executive for the Company  hereunder),  shall pay the
Executive an amount equal to one hundred percent (100%) of his then current Base
Salary  for an  additional  period of  eighteen  (18)  months  (the  "Consulting
Period"),  and during the  Consulting  Period the  Executive  shall  continue to
receive  Fringe  Benefits  (as defined  below),  and to vest in any  stock-based
incentives  previously awarded to the Executive,  but the Executive shall not be
entitled to receive any Base Salary  increases,  bonuses,  or further  awards of
stock-based  incentives.  Without  limiting any of the Executive's  other rights
under this Agreement or otherwise,  if the Executive is still employed by Ascent
on the  date  preceding  the  fifth  anniversary  of the  Effective  Date and is
retained as a consultant  and is entitled to the  compensation  and benefits set
forth in the immediately preceding sentence, then such compensation and benefits
shall constitute the Executive=s sole compensation resulting from the expiration
of this  Agreement,  and the  Executive  waives  any  claims  to any  additional
compensation other than as a result of Ascent=s breach of this Agreement.
(h)  Conflicting  Provisions.  Solely to the extent of any  conflict
between the  provisions of this  Agreement  and the  provisions of any agreement
between Executive,  on the one hand, and COMSAT, Ascent and/or any affiliated or
related  entity of either of them, on the other hand,  relating to stock options
(including  the SARs),  life  insurance,  health  insurance,  any other employee
equity  participation,  profit sharing or retirement  plan, group health plan or
other employee benefits (individually and collectively, together with the COMSAT
Stock Awards,  referred to herein as the "Fringe  Benefits"),  the provisions of
this Agreement will control.

            (i) Compensation Review. The Compensation  Committee shall conduct a
review of the total compensation payable under this Agreement, including salary,
bonus   opportunities   and  Fringe   Benefits,   based  on  such   factors  and
considerations  as the Committee  deems  reasonable and  appropriate in its sole
discretion,  and the parties  agree to  negotiate  in good faith an amendment to
this  Agreement  reflecting  the  results  of such  compensation  review,  which
amendment  shall not be in the aggregate  less  favorable to the Executive  than
currently provided in this Agreement.
3.    Trade Secrets; Return of Documents and Property.
(a) Executive  acknowledges that during the course of his employment
he  will  receive  secret,  confidential  and  proprietary  information  ("Trade
Secrets") of Ascent and of other  companies with which Ascent does business on a
confidential  basis and that Executive will create and develop Trade Secrets for
the benefit of Ascent.  Trade Secrets shall  include,  without  limitation,  (a)
literary, dramatic or other works, screenplays,  stories, adaptations,  scripts,
treatments, formats, "bibles," scenarios, characters, titles of any kind and any
rights therein,  custom  databases,  "know-how,"  formulae,  secret processes or
machines,  inventions,   computer  programs  (including  documentation  of  such
programs)  (collectively,  "Technical  Trade  Secrets@),  and (b)  matters  of a
business nature, such as customer data and proprietary  information about costs,
profits,  markets and sales,  customer  databases,  and other  information  of a
similar  nature to the extent not available to the public,  and plans for future
development   (collectively,   "Business  Trade  Secrets@).  All  Trade  Secrets
disclosed  to or  created  by  Executive  shall be  deemed  to be the  exclusive
property of Ascent (as the context may  require).  Executive  acknowledges  that
Trade Secrets have  economic  value to Ascent due to the fact that Trade Secrets
are not generally known to the public or the trade and that the unauthorized use
or disclosure of Trade Secrets is likely to be  detrimental  to the interests of
Ascent  and its  subsidiaries.  Executive  therefore  agrees  to hold in  strict
confidence  and not to disclose to any third party any Trade Secret  acquired or
created or developed by Executive  during the term of this Agreement  except (i)
when  Executive  is required to use or disclose  any Trade  Secret in the proper
course of the Executive's  rendition of services to Ascent hereunder,  (ii) when
such Trade Secret becomes public  knowledge  other than through a breach of this
Agreement,  or (iii) when  Executive  is required to disclose  any Trade  Secret
pursuant  to any  valid  court  order in which the  Executive  is  compelled  to
disclose such Trade Secret. The Executive shall notify Ascent immediately of any
such court order in order to enable Ascent to contest such order's validity. For
a period of two (2) years after  termination  of the  Employment  Period for all
Business  Trade Secrets and for a period of five (5) years after  termination of
the Employment  Period for all Technical Trade Secrets,  the Executive shall not
use or otherwise  disclose  Trade Secrets  unless such  information  (x) becomes
public  knowledge or is generally known in the  entertainment or sports industry
among executives comparable to the Executive other than through a breach of this
Agreement, (y) is disclosed to the Executive by a third party who is entitled to
receive and  disclose  such Trade  Secret,  or (z) is  required to be  disclosed
pursuant to any valid court  order,  in which case the  Executive  shall  notify
Ascent  immediately of any such court order in order to enable Ascent to contest
such order's validity.
(b) Upon the effective date of notice of the Executive's or Ascent's
election to terminate this Agreement, or at any time upon the request of Ascent,
the Executive (or his heirs or personal representatives) shall deliver to Ascent
(i) all  documents  and  materials  containing  or  otherwise  relating to Trade
Secrets or other information relating to Ascent's business and affairs, and (ii)
all documents, materials and other property belonging to Ascent, which in either
case are in the  possession  or under the control of the Executive (or his heirs
or  personal  representatives).  The  Executive  shall be  entitled  to keep his
personal records relating to Ascent's  business and affairs except to the extent
those  contain  documents  or  materials  described in clause (i) or (ii) of the
preceding  sentence,  in which case Executive may retain copies for his personal
and confidential use.
4.  Discoveries and Works.  All discoveries and works made or conceived by
the  Executive  during his  employment  by Ascent  pursuant  to this  Agreement,
jointly or with others,  that relate to Ascent's  activities  ("Discoveries  and
Works") shall be owned by Ascent.  Discoveries and Works shall include,  without
limitation,   literary,   dramatic  or  other   works,   screenplays,   stories,
adaptations,  scripts,  treatments,  formats,  "bibles," scenarios,  characters,
titles  of  any  kind  and  any  rights  therein,  other  works  of  authorship,
inventions,  computer  programs  (including  documentation  of  such  programs),
technical improvements, processes and drawings. The Executive shall (i) promptly
notify,  make  full  disclosure  to,  and  execute  and  deliver  any  documents
reasonably  requested  by,  Ascent to  evidence or better  assure  title to such
Discoveries and Works in Ascent,  (ii) assist Ascent in obtaining or maintaining
for itself at its own expense United States and foreign copyrights, trade secret
protection or other  protection of any and all such  Discoveries and Works,  and
(iii) promptly  execute,  whether during his employment by Ascent or thereafter,
all  applications  or other  endorsements  necessary or  appropriate to maintain
copyright  and other rights for Ascent and to protect their title  thereto.  Any
Discoveries  and Works  which,  within sixty days after the  termination  of the
Executive's employment by Ascent, are made, disclosed,  reduced to a tangible or
written form or  description,  or are reduced to practice by the  Executive  and
which pertain to work  performed by the Executive  while with Ascent and COMSAT,
shall, as between the Executive and Ascent and COMSAT,  be presumed to have been
made during the Executive's employment by Ascent.
5.    Termination.  This Agreement shall remain in effect during the
Employment Period, and this Agreement and Executive's employment with Ascent
may be terminated only as follows:
(a) By the  Executive  (an  "Executive  Election")  at any time upon
sixty (60) days advance  written  notice to Ascent upon an  "Executive  Election
Event" (as defined  below).  In such event or if the  Executive's  employment is
terminated  by Ascent  without  "cause"  (as  defined  below),  there will be no
forfeiture,  penalty,  reduction  or other  adverse  effect  upon any  rights or
interests relating to any Fringe Benefits,  including,  without limitation,  the
SARs and any other stock-based incentives,  all of which will fully vest, to the
extent  not  previously  vested,  immediately  upon  such  termination  becoming
effective  and  final.  Without  limiting  the  foregoing,  in the  event  of an
Executive  Election  or if the  Executive's  employment  is  terminated  without
"cause,"  the  Executive  shall be entitled to receive  the  following  benefits
through  the longer of (x) the  remainder  of the  Employment  Period as if this
Agreement  had  remained in effect  until the end of such  five-year  Employment
Period and (y) three years following the date of such termination (the "Duration
Period"):  (i) his then  current  Base  Salary;  (ii) an Annual  Bonus  equal to
seventy  percent  (70%) of his then  current  Base  Salary;  and (iii) all other
benefits provided pursuant to Sections 2(c), (d) and (e) of this Agreement.  The
Executive shall have no obligation to seek other  employment in the event of his
termination pursuant to this paragraph (a), and there shall be no offset against
amounts due the Executive  under this  Agreement on account of any  remuneration
attributable to any subsequent  employment that he may obtain. Ascent shall have
the option at any time during the Duration  Period to pay to the  Executive in a
lump sum the amounts remaining under clauses (i) and (ii) of this paragraph (a).
If Ascent  exercises  such  option,  Ascent  shall have no further  compensation
payment  obligations  under clauses (i) and (ii) above.  Upon any termination of
the  Executive's  employment  under this Section 5(a),  Ascent shall establish a
"rabbi"  trust,  i.e.,  a trust  for  the  benefit  of the  Executive  which  is
irrevocable  by Ascent,  but whose assets will be available to Ascent's  general
creditors  upon  Ascent's  insolvency,  with  terms  and  provisions  reasonably
acceptable to the Executive,  and shall contribute to such trust an amount equal
to the sum of all  payments  to be  made  to the  Executive  by  reason  of such
termination of employment,  including, but not limited to, the amounts set forth
in Sections  5(a)(i),  (ii) and (iii),  and the amount which the Executive would
receive if he exercised all of his SARs and  stock-based  incentives on the date
of his  termination  of  employment.  Ascent shall at all times remain liable to
carry out its  obligations  under this  Agreement,  but such  obligations may be
satisfied with the assets of such trust distributed pursuant to the terms of the
trust, and any such  distribution  shall reduce Ascent's  obligations under this
Agreement.  In all  circumstances of termination under this Section 5(a), Ascent
shall   remain    obligated    under   clause   (iii)   and   all    stock-based
incentives(including  the SARs) will remain  exercisable  for the maximum period
provided  in each  applicable  grant,  and the COMSAT  Stock  Awards will remain
outstanding for the period set forth in this Agreement.
An "Executive Election Event" shall be any of the following: (I) any
substantial  reduction  (except  in  connection  with  the  termination  of  his
employment  voluntarily  by the  Executive  or by Ascent for  "cause" as defined
below) by Ascent,  without  the  Executive's  express  written  consent,  of his
responsibilities  as President and Chief Executive  Officer of Ascent;  (II) any
change in the  reporting  structure  set forth in Section 1(b) above;  (III) any
requirement  that  Executive  perform  material  services of lesser stature than
those typically performed by the president and CEO of comparably sized companies
in the entertainment  industry;  (IV) any reduction in Executive's  title; (V) a
"Change of Control  Event" (as defined in Section 7(a) below);  provided that in
such event, the amounts payable to the Executive under this Section 5(a) will be
contributed  to the "rabbi" trust as provided above no later than one day before
such change of control becomes effective, whether or not the Executive has given
notice of  termination  at such time, and payable to the Executive in a lump sum
upon the  effectiveness  of his  termination  as a result of a Change in Control
Event; (VI) any other material default of this Agreement which continues for ten
(10)  business  days  following  Ascent's  receipt  of written  notice  from the
Executive specifying the manner in which Ascent is in default of this Agreement;
(VII) the Board=s  requiring  Executive to be based at any office location other
than the principal  offices of Ascent,  or the relocation,  without  Executive=s
consent, of such principal offices to a location outside the greater Denver area
prior to the second  anniversary of the Effective  Date; or (VIII) any purported
termination of Executive=s  employment  otherwise than as expressly permitted by
the Agreement.
(b) By  Ascent  at any  time  for  "cause."  For  purposes  of  this
Agreement,  Ascent shall have "cause" to terminate  the  Executive's  employment
hereunder  upon (i) the  continued  and  deliberate  failure of the Executive to
perform his  material  duties,  in a manner  substantially  consistent  with the
manner  reasonably  prescribed by the Board and in accordance  with the terms of
this Agreement (other than any such failure resulting from his incapacity due to
physical or mental illness),  which failure continues for ten (10) business days
following the  Executive's  receipt of written notice from the Board  specifying
the manner in which the Executive is in default of his duties, (ii) the engaging
by the  Executive in  intentional  serious  misconduct  that is  materially  and
demonstrably injurious to Ascent or its reputation,  which misconduct,  if it is
reasonably capable of being cured, is not cured by the Executive within ten (10)
business days following the Executive's receipt of written notice from the Board
specifying  the  serious  misconduct  engaged  in by the  Executive,  (iii)  the
conviction,  which  is not  subject  to  further  appeal,  of the  Executive  of
commission of a felony involving a crime of moral turpitude, whether or not such
felony was committed in connection with Ascent's business,  or (iv) any material
breach by the  Executive  of Section 8 hereof.  If Ascent  shall  terminate  the
Executive's  employment  for  "cause,"  there  will be no  forfeiture,  penalty,
reduction or other adverse  effect upon any vested rights or interests  relating
to any Fringe Benefits.  In such event,  Ascent,  in full satisfaction of all of
Ascent's  obligations  under this Agreement and in respect of the termination of
the Executive's employment with Ascent, shall pay the Executive his Base Salary,
a prorated Annual Bonus and all other  compensation,  benefits and reimbursement
through the date of  termination of his  employment,  provided that the SARs and
any other stock options  granted to the Executive under the Ascent option or any
successor plan or under COMSAT's Key Employee Stock Plans shall  terminate three
months after the date of termination of his employment for "cause".
6.    Disability; Death.
(a) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive  shall be unable to perform  substantially  his duties by
reason  of  disability  or  impairment  of health  for at least six  consecutive
calendar  months,  Ascent  shall have the right to terminate  this  Agreement by
giving sixty (60) days written notice to the Executive to that effect,  but only
if at the time such  notice is given  such  disability  or  impairment  is still
continuing. Following the expiration of the notice period, the Employment Period
shall  terminate,  and  Ascent's  payment  obligations  to the  Executive  under
Sections 2(a) and (b) shall terminate with the payment of the  Executive's  Base
Salary for the month in which the  Employment  Period  terminates and a prorated
Annual  Bonus  through  such month,  and there will be no  forfeiture,  penalty,
reduction or other adverse  effect upon any vested rights or interests  relating
to any  Fringe  Benefits;  provided  that the SARs and any other  stock  options
granted to the  Executive  under the Ascent  option plan or any  successor  plan
shall become fully vested and shall  terminate in  accordance  with their terms,
but in no event less than one year after such termination,  notwithstanding  the
limitations of Section 2(e) of this  Agreement.  In the event of a dispute as to
whether the Executive is disabled  within the meaning of this  paragraph (a), or
the duration of any disability,  either party may request a medical  examination
of the  Executive  by a doctor  appointed  by the  Chief of Staff of a  hospital
selected by mutual  agreement  of the parties,  or as the parties may  otherwise
agree,  and the written  medical  opinion of such doctor shall be conclusive and
binding upon the parties as to whether the Executive has become disabled and the
date when such disability arose. The cost of any such medical examinations shall
be borne by Ascent.
(b) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive shall die, Ascent shall pay to the Executive's estate his
Base Salary and a prorated  Annual  Bonus  through the end of the month in which
the  Executive's  death  occurred,  at which time the  Employment  Period  shall
terminate  without  further  notice  and there will be no  forfeiture,  penalty,
reduction or other adverse  effect upon any vested rights or interests  relating
to any  Fringe  Benefits;  provided  that the SARs and any other  stock  options
granted to the  Executive  under the Ascent  option plan or any  successor  plan
shall  become  fully  vested  and  shall  terminate  one year  after the date of
termination  of  the  Executive=s  employment  for  death,  notwithstanding  the
limitations of Section 2(e) of this Agreement.
(c) Nothing  contained  in this  Section 6 shall impair or otherwise
affect any rights and interests of the Executive under any compensation  plan or
arrangement of Ascent which may be adopted by the Board.
7.    Change of Control.
(a) If, prior to the termination of the Employment Period,  there is
a "Change of Control Event" (as hereinafter  defined in this paragraph (a)), the
Executive shall have the right to exercise his Executive  Election in accordance
with Section 5(a) by giving  notice either prior to such Change of Control Event
becoming effective or up to 180 days following such Change of Control Event, but
termination  pursuant to such notice  shall not take effect in  accordance  with
Section  5(a)(V) in any event prior to 120 days following such Change of Control
Event,  however  payment to the Executive  shall be made as set forth in Section
5(a)(V).  The expiration of such 180-day period shall not affect the Executive's
right to give notice  under  Section  5(a) with  respect to any other  Executive
Election  Event.  A "Change of Control  Event" shall mean and include either the
occurrence  of  any of the  following  with  respect  to  Ascent,  or any of the
following  becoming highly likely to occur, in the  determination  of the Board:
(i) the  acquisition by any  individual,  entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person") of beneficial  ownership  (within the meaning
of Rule 13d-3  promulgated  under the Exchange Act) of 20% or more of either (A)
the then  outstanding  shares of common stock of the Company  (the  "Outstanding
Company Common Stock") or (B) the combined voting power of the then  outstanding
voting  securities of the Company  entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
for purposes of this clause (i), the following acquisitions shall not constitute
a Change of Control:  (1) any  acquisition  directly  from the Company,  (2) any
acquisition by the Company, (3) any acquisition by any employee benefit plan (or
related  trust)  sponsored  or  maintained  by the  Company  or any  corporation
controlled by the Company or (4) any acquisition by any corporation  pursuant to
a  transaction  which  complies  with  clauses  (1), (2) and (3) of clause (iii)
below; or (ii) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided,  however, that any individual becoming a director subsequent to
the date hereof whose  election,  or  nomination  for election by the  Company's
shareholders,  was  approved by a vote of at least a majority  of the  directors
then  comprising  the  Incumbent  Board  shall  be  considered  as  though  such
individual  were a  member  of the  Incumbent  Board,  but  excluding,  for this
purpose,  any such  individual  whose  initial  assumption of office occurs as a
result of an actual or threatened  election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or (iii) Consummation
of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Company (a "Business Combination"), in
each case, unless, following such Business Combination, (1) all or substantially
all  of  the   individuals   and  entities  who  were  the  beneficial   owners,
respectively,  of the Outstanding  Company Common Stock and Outstanding  Company
Voting Securities  immediately prior to such Business  Combination  beneficially
own,  directly  or  indirectly,  more  than  50%  of,  respectively,   the  then
outstanding  shares of common  stock and the  combined  voting power of the then
outstanding  voting  securities  entitled to vote  generally  in the election of
directors,  as the case may be, of the corporation  resulting from such Business
Combination (including,  without limitation,  a corporation which as a result of
such transaction  owns the Company or all or substantially  all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same  proportions  as  their  ownership,  immediately  prior  to  such  Business
Combination  of the  Outstanding  Company Common Stock and  Outstanding  Company
Voting Securities,  as the case may be, (2) no Person (excluding any corporation
resulting  from such  Business  Combination  or any  employee  benefit  plan (or
related trust) of the Company or such  corporation  resulting from such Business
Combination)  beneficially  owns,  directly  or  indirectly,  20%  or  more  of,
respectively,  the then  outstanding  shares of common stock of the  corporation
resulting  from such Business  Combination  or the combined  voting power of the
then outstanding voting securities of such corporation except to the extent that
such  ownership  existed  prior to the Business  Combination  and (3) at least a
majority of the members of the board of directors of the  corporation  resulting
from such Business  Combination  were members of the Incumbent Board at the time
of the  execution  of the  initial  agreement,  or of the  action of the  Board,
providing for such Business Combination; or (iv) approval by the stockholders of
the Company of a complete liquidation or dissolution of the Company.
(b)  In the  event  that  Ascent  adopts  any  "change  of  control"
provisions applicable to any Ascent benefits plans, respectively,  providing for
the accelerated vesting and/or payment of any benefits for its senior management
group,  solely to the extent that such provisions give Executive  greater rights
than those provided in paragraph (a) above,  such better  provisions shall apply
to the  Executive  to the same extent as other  Ascent  senior  executives  on a
favored  nations  basis with  respect to the  benefits  affected  by such Ascent
provisions, respectively.
8.    Non-Competition.
(a) As an inducement  for Ascent to enter into this  Agreement,  the
Executive  agrees  that for a period  commencing  as of the  Effective  Date and
running  through  the  earlier  of (i) the end of the  Employment  Period if the
Executive  remains employed by Ascent for the entire  Employment  Period or (ii)
one year  following  termination  of the  Executive's  employment  by Ascent for
"cause" as defined in Section 5(b) hereof,  or by the  Executive  for any reason
(other than an Executive  Election  Event,  in which case the provisions of this
paragraph  (a) shall not apply) (the  "Non-Competition  Period"),  the Executive
shall  not,  without  the  prior  written  consent  of  the  Board,   engage  or
participate,  directly or indirectly, as principal,  agent, employee,  employer,
consultant, stockholder, partner or in any other individual capacity whatsoever,
in the conduct or management of, or own any stock or any other equity investment
in or debt of, any business which is competitive with any business  conducted by
Ascent.
For the purpose of this Agreement, a business shall be considered to
be  competitive  with any business of Ascent only if such business is engaged in
providing  services or products (i) substantially  similar to (A) any service or
product  currently  provided by Ascent  during the  Employment  Period;  (B) any
service  or  product  which  directly  evolves  from or  directly  results  from
enhancements  in the ordinary  course during the  Non-Competition  Period to the
services  or  products  provided  by Ascent as of the date  hereof or during the
Employment  Period;  or (C) any future  service or product of Ascent as to which
the Executive  materially and  substantially  participated in the development or
enhancement,  and (ii) to customers,  distributors  or clients  served by Ascent
during the Non-Competition Period.
(b)  Non-Solicitation  of  Employees.   During  the  Non-Competition
Period,  the  Executive  will not (for his own benefit or for the benefit of any
person or entity  other  than  Ascent)  solicit,  or assist any person or entity
other than Ascent to  solicit,  any  officer,  director,  executive  or employee
(other than an  administrative  or clerical  employee) of Ascent to leave his or
her employment;  provided, that the foregoing prohibition shall not preclude the
Executive from hiring any such person who responds to a general  solicitation on
behalf of the  Executive or an entity with whom the  Executive is  associated at
such time.
(c) Reasonableness;  Interpretation.  The Executive acknowledges and
agrees,  solely for purposes of determining the enforceability of this Section 8
(and not for  purposes  of  determining  the amount of money  damages or for any
other  reason),  that  (i)  the  markets  served  by  Ascent  are  national  and
international  and are not  dependent  on the  geographic  location of executive
personnel or the  businesses by which they are employed;  (ii) the length of the
Non-Competition  Period is linked to the term of the  Employment  Period and the
severance  benefit  provided for in Section 5(a); and (iii) the above  covenants
are reasonable as an inducement to Ascent to enter into this Agreement,  and the
parties  expressly  agree  that  such  restrictions  have  been  designed  to be
reasonable and no greater than is required for the protection of Ascent.  In the
event that the  covenants in this Section 8 shall be  determined by any court of
competent  jurisdiction  in any  action to be  unenforceable  by reason of their
extending for too great a period of time or over too great a  geographical  area
or by reason of their being too  extensive in any other  respect,  they shall be
interpreted to extend only over the maximum period of time for which they may be
enforceable,  and/or over the maximum  geographical area as to which they may be
enforceable  and/or to the maximum extent in all other respects as to which they
may be enforceable, all as determined by such court in such action.
(d)  Investment.  Nothing  in this  Agreement  shall  be  deemed  to
prohibit  the  Executive   from  owning  equity  or  debt   investments  in  any
corporation,  partnership  or other  entity  which is  competitive  with Ascent,
provided that such  investments (i) are passive  investments and constitute five
percent (5%) or less of the outstanding  equity securities of such an entity the
equity securities of which are traded on a national securities exchange or other
public market, or (ii) are approved by the Board.
9. Indemnification;  Liability Insurance.  The Executive shall be entitled
to indemnification  and coverage under Ascent's  liability  insurance policy for
directors  and  officers to the same extent as other  directors  and officers of
Ascent.  During  and  after  the term of  employment,  Ascent  hereby  agrees to
indemnify and hold Executive harmless against any and all claims arising from or
in  connection  with his  employment  by or service to Ascent to the full extent
permitted  by law and,  in  connection  therewith,  to advance  the  expenses of
Executive  incurred in defending against such claims subject to such limitations
as may actually be required by law.
10. Enforcement. The Executive acknowledges that a breach of the covenants
or  provisions  contained  in Sections 3, 4 and 8 of this  Agreement  will cause
irreparable  damage to Ascent,  the exact  amount of which will be  difficult to
ascertain,  and that the remedies at law for any such breach will be inadequate.
Accordingly, the Executive agrees that if the Executive breaches or threatens to
breach any of the  covenants or  provisions  contained in Sections 3, 4 and 8 of
this Agreement, in addition to any other remedy which may be available at law or
in equity,  Ascent shall be entitled to seek specific performance and injunctive
relief.
11.   Arbitration.
(a) Subject to Ascent's right to enforce  Sections 3, 4 and 8 hereof
by an  injunction  issued by a court  having  jurisdiction  (which  right  shall
prevail  over and  supersede  the  provisions  of this  Section 11), any dispute
relating to this  Agreement,  including the  enforceability  of this Section 11,
arising  between the Executive and Ascent shall be settled by arbitration  which
shall be  conducted  in  Denver,  Colorado,  or any  other  location  where  the
Executive  then  resides at  Ascent's  request,  before a single  arbitrator  in
accordance  with the commercial  arbitration  rules of the American  Arbitration
Association ("AAA").  Within 90 days after the Effective Date, the parties shall
mutually agree upon three possible arbitrators, one of whom shall be selected by
the AAA within 2 days  after  notice of a dispute  to be  arbitrated  under this
Section 11. The parties  shall  instruct the  arbitrator  to use his or her best
efforts to conclude the  arbitration  within 60 days after notice of the dispute
to AAA.
(b) The award of any such arbitrator  shall be final.  Judgment upon
such award may be entered by the prevailing  party in any federal or state court
sitting in Denver,  Colorado  or any other  location  where the  Executive  then
resides at Ascent's request.
(c)  The  parties  will  bear  their  own  costs   associated   with
arbitration and will each pay one-half of the arbitration costs and fees of AAA;
however,  the arbitrator may in his sole discretion  determine that the costs of
the arbitration  proceedings,  including attorneys= fees, shall be paid entirely
by one party to the  arbitration  if the  arbitrator  determines  that the other
party is the prevailing party in such arbitration.
12.   Indemnification and Gross-up for Excise Taxes.

      (a) The Company hereby  indemnifies  the Executive and holds the Executive
harmless  from  and  against  any  and  all  liabilities,   costs  and  expenses
(including,  without  limitation,  reasonable  attorneys'  fees and  costs)  the
Executive may incur as a result of the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") or any similar  provision
of  state or  local  income  tax law  (the  "Excise  Tax"),  to the end that the
Executive  shall be placed in the same tax position with respect to all payments
under this Agreement and all other payments from the Company to the Executive in
the nature of compensation as the Executive would have been in if the Excise Tax
had never been enacted.  In  furtherance  of such  indemnification,  the Company
shall pay to the Executive a payment (the "Gross-Up  Payment") in an amount such
that,  after payment by the Executive of all taxes,  including  income taxes and
the Excise Tax imposed on the  Gross-Up  Payment and any  interest or  penalties
(other than interest and penalties imposed by reason of the Executive's  failure
to file timely tax returns or to pay taxes shown due on such returns and any tax
liability,  including interest and penalties, unrelated to the Excise Tax or the
Gross-Up  Amount),  the Executive  shall be placed in the same tax position with
respect to all payments  under this  Agreement  and all other  payments from the
Company to the Executive in the nature of  compensation  as the Executive  would
have been in if the  Excise Tax had never  been  enacted.  At such time or times
necessary  to  carry  out  the  purposes  of  this  Section  12 in  view  of the
withholding requirement of Section 4999(c)(1) of the Code, but in no event later
than December 31 of each year in which the Executive receives a payment from the
Company under this Agreement or in the nature of compensation, the Company shall
pay to the Executive one or more Gross-Up  Payments for all payments  under this
Agreement and any other payments in the nature of compensation which the Company
determines are "excess parachute  payments" under Section 280G(b)(1) of the Code
("Excess  Parachute  Payments").  If,  through a  determination  of the Internal
Revenue Service or any state or local taxing  authority (a "Taxing  Authority"),
or a judgment of any court, the Executive becomes liable for an amount of Excise
Tax not  covered by the  Gross-Up  Payment  payable  pursuant  to the  preceding
sentence,  the Company shall pay the Executive an additional Gross-up Payment to
make the Executive  whole for such  additional  Excise Tax;  provided,  however,
that,  pursuant to Section  12, the Company  shall have the right to require the
Executive to protest, contest, or appeal any such determination or judgment. For
purposes  of this  Section  12, any amount  which the  Company  is  required  to
withhold under Sections 3402 or 4999 of the Code or under any other provision of
law shall be deemed to have been paid to the Executive.

      (b) Upon payment to the Executive of a Gross-Up Payment, the Company shall
provide the Executive with a written statement showing the Company's computation
of such  Gross-Up  Payment and the Excess  Parachute  Payments and Excise Tax to
which it relates, and setting forth the Company's determination of the amount of
gross income the Executive is required to recognize as a result of such payments
and the Executive's  liability for the Excise Tax. The Executive shall cause the
Executive's federal, state, and local income tax returns for the period in which
the  Executive  receives  such  Gross-Up  Payment  to be  prepared  and filed in
accordance  with such  statement,  and upon such  filing,  the  Executive  shall
certify in writing to the Company  that such  returns  have been so prepared and
filed. At the Executive's  request,  the Company shall furnish to the Executive,
at no cost to the Executive,  assistance in preparing the  Executive's  federal,
state,  and local  income  tax  returns  for the  period in which the  Executive
receives   such   Gross-Up   Payment   in   accordance   with  such   statement.
Notwithstanding  the  provisions  of Section  12(a),  the  Company  shall not be
obligated to indemnify the Executive from and against any tax liability, cost or
expense  (including,  without  limitation,  any  liability for the Excise Tax or
attorney's  fees or costs) to the extent such tax liability,  cost or expense is
attributable  to the  Executive's  failure to comply with the  provisions of the
Section 12(b).

      (c) If any controversy arises between the Executive and a Taxing Authority
with respect to the  treatment on any return of the Gross-Up  Amount,  or of any
payment the Executive  receives from the Company as an Excess Parachute Payment,
or with respect to any return which a Taxing  Authority  asserts  should show an
Excess Parachute Payment,  including,  without limitation, any audit, protest to
an appeals authority of a Taxing Authority or litigation (a "Controversy"),  the
Company shall have the right,  solely with respect to a  Controversy,  to direct
the  Executive  to protest or contest any  proposed  adjustment  or  deficiency,
initiate an appeals procedure with any Taxing  Authority,  commence any judicial
proceeding,  make any settlement  agreement,  or file a claim for refund of tax,
and the  Executive  shall not take any of such steps  without the prior  written
approval  of  the  Company.  If the  Company  elects,  the  Executive  shall  be
represented  in any  Controversy by attorneys,  accountants,  and other advisors
selected by the Company,  and the Company shall pay the fees, costs and expenses
of such attorneys, accountants, or advisors, and any tax liability the Executive
may incur as a result of such payment.  The Executive  shall promptly notify the
Company of any communication  with a Taxing  Authority,  and the Executive shall
promptly furnish to the Company copies of any written  correspondence,  notices,
or documents  received from a Taxing  Authority  relating to a Controversy.  The
Executive  shall  cooperate  fully  with  the  Company  in the  handling  of any
Controversy  by  furnishing  to the Company  any  information  or  documentation
relating  to or  bearing  upon  the  Controversy;  provided,  however,  that the
Executive shall not be obligated to furnish to the Company copies of any portion
of the  Executive's tax returns which do not bear upon, and are not affected by,
the Controversy.

      (d) The  Executive  shall pay over to the  Company,  within  ten (10) days
after the Executive's  receipt thereof,  any refund the Executive  receives from
any Taxing Authority of all or any portion of the Gross-Up Payment or the Excise
Tax,  together  with any  interest  the  Executive  receives  from  such  Taxing
Authority on such refund. For purposes of this Section 12(d), a reduction in the
Executive's tax liability  attributable to the previous  payment of the Gross-Up
Amount or the Excise Tax shall be deemed to be a refund.  If the Executive would
have  received  a refund of all or any  portion of the  Gross-Up  Payment or the
Excise  Tax,  except the a Taxing  Authority  offset  the amount of such  refund
against other tax liabilities,  interest, or penalties,  the Executive shall pay
the  amount of such  offset  over to the  Company  together  with the  amount of
interest the Executive  would have  received  from the Taxing  Authority if such
offset had been an actual  refund,  within ten (10) days after receipt of notice
from the Taxing Authority of such offset.
13. Severability.  Should any provision of this Agreement be determined to
be  unenforceable  or prohibited by any applicable  law, such provision shall be
ineffective to the extent, and only to the extent, of such  unenforceability  or
prohibition  without  invalidating  the balance of such  provision  or any other
provision of this Agreement, and any such unenforceability or prohibition in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.
14.  Assignment.   The  Executive's  rights  and  obligations  under  this
Agreement  shall  not  be  assignable  by the  Executive.  Ascent's  rights  and
obligations  under this  Agreement  shall not be  assignable by Ascent except as
incident to the transfer, by merger or otherwise, of all or substantially all of
the  business  of Ascent.  In the event of any such  assignment  by Ascent,  all
rights of Ascent hereunder shall inure to the benefit of the assignee.
15. Notices.  All notices and other  communications  which are required or
may be given  under this  Agreement  shall be in writing  and shall be deemed to
have been duly given when received if personally delivered;  when transmitted if
transmitted by telecopy,  electronic or digital  transmission  method,  provided
that in such case it shall also be sent by certified or registered mail,  return
receipt requested;  the day after it is sent, if sent for next day delivery to a
domestic  address  by  recognized  overnight  delivery  service  (e.g.,  Federal
Express);  and upon  receipt,  if sent by certified or registered  mail,  return
receipt requested. Unless otherwise changed by notice, in each case notice shall
be sent to:
If to Executive, addressed to:
Charles Lyons
4681 W. Hanoverian Way
Littleton, Colorado 80123
With a copy to:
Irell & Manella
Suite 900
1800 Avenue of the Stars
Los Angeles, California  90067
Attention:  Ed Zeldow, Esq.
Telecopier No.:  (310) 203-7199
If to Ascent, addressed to:
Ascent Entertainment Group, Inc.
1200 Seventeenth Street
Denver, Colorado 80202
Attention: James A. Cronin, III
Telecopier No. (303) 595-0823
With a copy to:
Ascent Entertainment Group
1200 Seventeenth Street
Denver, Colorado 80202
Attention: Arthur M. Aaron
Telecopier No. (303) 595-0127
16. Miscellaneous.  This Agreement  constitutes the entire agreement,  and
supersedes all prior  agreements,  of the parties hereto relating to the subject
matter hereof, and there are no written or oral terms or representations made by
either  party  other than those  contained  herein.  No  amendment,  supplement,
modification  or waiver of this Agreement  shall be binding  unless  executed in
writing  by  the  party  to be  bound  thereby.  The  validity,  interpretation,
performance  and  enforcement of the Agreement  shall be governed by the laws of
the State of Colorado.  The headings contained herein are for reference purposes
only and shall not in any way affect the
meaning or interpretation of this Agreement.
IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.
/s/   Charles Lyons
Charles Lyons, Executive
ASCENT ENTERTAINMENT GROUP, INC.
By:    Charles Neinas
Title: Chairman, Compensation Committee
EXHIBIT 10.2

                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED  AGREEMENT  made as of June 3, 1996, and amended
as of June 27, 1997, by and between Ascent Entertainment Group, Inc., a Delaware
corporation  ("Ascent"),  a Delaware  corporation,  and James A. Cronin,  III, a
resident of the State of Colorado(the "Executive").
WHEREAS,  Ascent  desires to employ the Executive as Executive  Vice
President,  Chief Financial Officer and Chief Operating  Officer of Ascent,  and
the Executive desires to accept such employment, on the terms and conditions set
forth herein;
NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
agreements made herein, and intending to be legally bound hereby, Ascent and the
Executive agree as follows:
1.    Employment; Duties.
(a) Employment and Employment Period.  Ascent shall employ the
Executive  pursuant to this  Agreement  for a period (the  "Employment  Period")
commencing on June 27, 1997(the "Effective Date") and continuing  thereafter for
a term of five years until June 27, 2002 to serve as Executive  Vice  President,
Chief Financial  Officer and Chief Operating  Officer of Ascent or its successor
entity unless terminated in accordance with the provisions of this Agreement. In
the event that Ascent desires to extend the employment of the Executive, it must
give written  notice of such desire by the third  anniversary  of the  Effective
Date,  and  after  such  notice  the  parties  shall  enter  into  an  exclusive
negotiation period of not less than six months, unless otherwise mutually agreed
upon by the parties in writing.  Each 12 month period ending on the  anniversary
date of the  Effective  Date is  sometimes  referred to herein as a "year of the
Employment Period."
(b) Offices,  Duties and  Responsibilities.  Effective on June
27, 1997,  Executive shall be elected Executive Vice President,  Chief Financial
Officer  and Chief  Operating  Officer of Ascent.  The  Executive  shall  report
directly and solely to the Chief Executive Officer and the Board of Directors of
Ascent (the "Board");  provided that so long as Charlie Lyons is Chief Executive
Officer and/or  Chairman of the Board,  the Executive shall report solely to Mr.
Lyons and the Board.  Throughout the Employment  Period,  Ascent shall cause the
Executive to be a member of the Board. The Executive's  offices shall be located
at Ascent's headquarters,  which are presently located in Denver,  Colorado. The
Executive  shall  have all  duties and  authority  customarily  accorded a chief
operating officer,  including,  without limitation, the lead responsibility with
full autonomy, subject to the customary authority and direction of the Board and
the Chief Executive  Officer,  to direct and develop the operating  capabilities
and  performance  of  Ascent.  The  Executive  shall be a member  of any  senior
executive or management  committees  which are not committees of the Board which
may be established  from time to time by the Board.  The Executive  shall not be
required to perform services other than those  comparable in scope,  dignity and
stature to those  customarily  performed by chief  operating  officers and chief
financial officers of companies similar to Ascent.
(c)  Devotion to Interests  of Ascent.  During the  Employment
Period,  the  Executive  shall  render  his  business  services  solely  in  the
performance of his duties hereunder. The Executive shall use his best efforts to
promote the interests and welfare of Ascent.  Notwithstanding the foregoing, the
Executive  shall  be  entitled  to  undertake  such  outside  activities  (e.g.,
charitable,  educational, personal interests, board of directors membership, and
so forth,  that do not  compete  with the  business of Ascent as it exist on the
Effective  Date  or  do  not  unreasonably  or  materially  interfere  with  the
performance  of his duties  hereunder as  reasonably  determined by the Board in
consultation with the Executive.
2.    Compensation and Fringe Benefits.
(a)   Base Compensation.  Ascent shall pay the
Executive a base salary  ("Base  Salary") at the rate of $400,000 per year
during the Employment  Period with payments made in  installments  in accordance
with Ascent's regular practice for compensating  executive  personnel,  provided
that in no event  shall such  payments  be made less  frequently  than twice per
month.  The Base Salary for the Executive  shall be reviewed for increases  each
year during the Employment  Period  commencing the second year of the Employment
Period.  Any Base  Salary  increases  shall be approved by the Board in its sole
discretion.
(b) Bonus  Compensation.  The  Executive  will be  eligible to
receive bonuses ("Annual Bonus") during the Employment Period in accordance with
the  following  parameters:  (i) the  target  bonus  for each  year  during  the
Employment  Period shall be 75% of Base Salary for achieving  100% of the target
level for the  performance  measures;  and (ii) the  performance  measures,  the
relative weight to be accorded each performance  measure and the amount of bonus
payable in relation to the target bonus for achieving  more or less than 100% of
the target level for the performance  measures shall be determined for each year
during the Employment  Period by the Compensation  Committee after  consultation
with  the  Executive.  As part of the  consultation  process  set  forth  in the
preceding sentence,  the Executive shall assist Ascent's Chief Executive Officer
in preparing,  before the end of each fiscal year ending  during the  Employment
Period,  a business plan for Ascent with respect to at least the following three
year period. The Board shall consider and approve such plans on an annual basis,
subject to such  modifications as are otherwise  consistent with this Agreement,
and each fiscal year the current plan shall be  considered  by the  Compensation
Committee as the basis for  establishing  the bonus standards for such year with
such  reasonable  modifications  as the  Compensation  Committee may  reasonably
determine and which are consistent with this Agreement. During the final partial
fiscal year of the  Employment  Period,  the Annual  Bonus shall be based on the
standards set by the  Compensation  Committee for that fiscal year and pro rated
for the period during which the Executive is employed.
(c) Fringe  Benefits.  The Executive also shall be entitled to
participate in group health,  dental and disability insurance programs,  and any
group profit  sharing,  deferred  compensation,  supplemental  life insurance or
other  benefit  plans as are  generally  made  available by Ascent to the senior
executives  of  Ascent on a  favored  nations  basis,  which  benefits  shall be
comparable,  in the aggregate, to the benefits available to senior executives of
similarly situated companies in the entertainment  industry. Such benefits shall
include   reimbursement  of  (i)  documented  expenses  reasonably  incurred  in
connection  with  travel and  entertainment  related to  Ascent's  business  and
affairs, (ii) Executive's reasonable legal fees and costs incurred in connection
with the drafting,  negotiation and execution of this  Agreement;  provided that
such fees and costs shall not exceed $5,000,  and (iii) a monthly payment for or
reimbursement of automobile and other transportation  related expenses of $1,100
per  month.  All  benefits  described  in the  foregoing  (i) and (ii)  that are
reportable  as earned  or  unearned  income  will be  "grossed  up" by Ascent in
connection  with federal and state tax  obligations  to provide  Executive  with
appropriate net tax coverage so that the benefits received by the Executive from
the foregoing  clauses (i) and (ii) shall be net of income and employment  taxes
thereon.  Ascent reserves the right to modify or terminate from time to time the
fringe  benefits  provided to the senior  management  group,  provided  that the
fringe benefits provided to the Executive shall not be materially  reduced on an
overall basis during the Employment Period.
(d)  Stock  Appreciation  Rights.   Ascent  hereby  grants  to
Executive  as  of  the  Effective  Date  stock  appreciation   rights  ("SARs"),
exercisable  only for cash,  with respect to 297,500  shares of Ascent's  common
stock,  par value $0.01 per share,  each such SAR  exercisable  at the per-share
price equal to the  average of the high and low sale prices of the Common  Stock
on the five trading days  commencing  on the  Distribution  Date (the  "Exercise
Price").  The SARs shall be exercisable by Executive  according to the following
schedule:
(i)   10% of the SARs on or after June 27, 1997;
(ii) 15% of the SARs on or after June 3, 1998;
(iii)25% of the SARs on or after June 3, 1999;
(iv)  25% of the SARs on or after June 3, 2000;
(v) 25% of the SARs on or after June 3, 2001.  Notwithstanding
the foregoing,  100% of the SARs shall  immediately vest and become  immediately
exercisable, without any further action by the Executive, upon the occurrence of
any  "Change of Control  Event" as defined in Section  7(a)  below,  or upon the
occurrence  of any event that  results in Ascent=s  Common Stock no longer being
traded on any of the New York Stock Exchange,  American Stock Exchange or NASDAQ
National  Market  System  (including,  without  limitation,  as a result  of any
so-called  Agoing  private@  transaction  with  Ascent).   Such  SARs  shall  be
represented by a SAR agreement containing  appropriate terms consistent with the
provisions of this Agreement.  The SARs, to the extent they remain  unexercised,
shall  automatically  and  without  further  notice  terminate  and become of no
further  force and effect only at the time of the  earliest of the  following to
occur:
(x)   Three months after the date upon which a
termination for cause by Ascent (as provided in Section 5(b)) shall have
become effective and final; or
(y)   December 18, 2005.
In  the   event   of  any   stock   split,   stock   dividend,   spin-off,
reclassification,    recapitalization,   merger,   consolidation,   subdivision,
combination  or other change which  affects the  character or amount of Ascent's
common  stock  after  the  Effective  Date  and  prior  to the  exercise  and/or
expiration  of all of the SARs,  the  number  and  exercise  price of and/or the
formula for determining the value of such unissued or unexercised  SARs shall be
adjusted  in  order  to  make  such  SARs , as  nearly  as  may be  practicable,
equivalent  in nature  and value to the SARs that would  have  existed  had such
change not taken place.  In addition,  if Ascent adopts a stock-based  incentive
plan that in Executive's  sole judgment  provides for any term(s) more favorable
to the grantee than any term(s) set forth above,  Executive  will be entitled to
the benefit of such more favorable  term(s) with respect to the SARs, other than
with respect to the vesting schedule  thereof,  but in no event will any term(s)
applicable  to the SARs be less  favorable  to  Executive  than  those set forth
above.
During the Employment  Period,  the Executive shall be granted  additional
stock-based  incentives as determined by the Compensation  Committee in its sole
discretion. Notwithstanding any other provision of this Agreement except Section
5(b),  the  Compensation  Committee  may  in its  discretion  provide  that  any
stock-based  incentives  granted to the Executive which have not vested prior to
his  termination of employment  shall continue to vest in accordance  with their
original terms as if the Executive's employment had not terminated.
(e)  Consulting  Compensation.   If  the  Executive  is  still
employed by Ascent on the date preceding the fifth  anniversary of the Effective
Date,  and if by such date the  Executive and Ascent have not executed a written
agreement for an additional term of employment, then the Employment Period shall
expire and, in addition to and without  limitation of any rights of either party
under this  Agreement  or  otherwise,  Ascent  shall  retain the  Executive as a
non-exclusive  consultant  and, as  compensation  for such  consulting  services
(which  shall  be of a  type  and  scope  that  would  not  interfere  with  the
Executive's  rendering  for a  third  party  the  type of  full-time,  exclusive
services  rendered by the  Executive for the Company  hereunder),  shall pay the
Executive an amount equal to one hundred percent (100%) of his then current Base
Salary  for an  additional  period of  eighteen  (18)  months  (the  "Consulting
Period"),  and during the  Consulting  Period the  Executive  shall  continue to
receive  Fringe  Benefits  (as defined  below),  and to vest in any  stock-based
incentives  previously awarded to the Executive,  but the Executive shall not be
entitled to receive any Base Salary  increases,  bonuses,  or further  awards of
stock-based  incentives.  Without  limiting any of the Executive's  other rights
under this Agreement or otherwise,  if the Executive is still employed by Ascent
on the  date  preceding  the  fifth  anniversary  of the  Effective  Date and is
retained as a consultant  and is entitled to the  compensation  and benefits set
forth in the immediately preceding sentence, then such compensation and benefits
shall constitute the Executive's sole compensation resulting from the expiration
of this  Agreement,  and the  Executive  waives  any  claims  to any  additional
compensation other than as a result of Ascent's breach of this Agreement.
(f)  Conflicting  Provisions.  Solely  to  the  extent  of any
conflict  between the  provisions of this  Agreement  and the  provisions of any
agreement  between  Executive,  on the one hand,  and  Ascent  and/or any of its
affiliated  or related  entities,  on the other hand,  relating to stock options
(including  the SARs),  life  insurance,  health  insurance,  any other employee
equity  participation,  profit sharing or retirement  plan, group health plan or
other employee benefits (individually and collectively referred to herein as the
"Fringe Benefits"), the provisions of this Agreement will control.
(g)   Financial Planning.  The Executive shall be
entitled to receive financial counseling and planning services provided by
Ascent at an annual cost to be approved by the Compensation Committee.
(h)  Compensation  Review.  The  Compensation  Committee shall
conduct  a review  of the  total  compensation  payable  under  this  Agreement,
including salary, bonus opportunities and Fringe Benefits, based on such factors
and considerations as the Committee deems reasonable and appropriate in its sole
discretion,  and the parties  agree to  negotiate  in good faith an amendment to
this  Agreement  reflecting  the  results  of such  compensation  review,  which
amendment  shall not be in the aggregate  less  favorable to the Executive  than
currently provided in this Agreement.
            3.    Trade Secrets; Return of Documents and Property.
(a)  Executive  acknowledges  that  during  the  course of his
employment he will receive  secret,  confidential  and  proprietary  information
("Trade  Secrets")  of Ascent  and of other  companies  with which  Ascent  does
business  on a  confidential  basis and that  Executive  will create and develop
Trade Secrets for the benefit of Ascent.  Trade Secrets shall  include,  without
limitation,  (i)  literary,  dramatic  or  other  works,  screenplays,  stories,
adaptations,  scripts,  treatments,  formats,  "bibles," scenarios,  characters,
titles  of any  kind  and any  rights  therein,  custom  databases,  "know-how,"
formulae, secret processes or machines, inventions, computer programs (including
documentation of such programs)  (collectively,  "Technical Trade Secrets"), and
(ii)  matters  of a  business  nature,  such as  customer  data and  proprietary
information about costs,  profits,  markets and sales,  customer databases,  and
other information of a similar nature to the extent not available to the public,
and plans for future development  (collectively,  "Business Trade Secrets"). All
Trade  Secrets  disclosed to or created by  Executive  shall be deemed to be the
exclusive   property  of  Ascent  (as  the  context  may   require).   Executive
acknowledges  that Trade Secrets have  economic  value to Ascent due to the fact
that Trade Secrets are not  generally  known to the public or the trade and that
the  unauthorized use or disclosure of Trade Secrets is likely to be detrimental
to the interests of Ascent and its subsidiaries.  Executive  therefore agrees to
hold in strict  confidence  and not to  disclose  to any  third  party any Trade
Secret  acquired or created or developed  by  Executive  during the term of this
Agreement  except (i) when  Executive  is required to use or disclose  any Trade
Secret in the proper course of the  Executive's  rendition of services to Ascent
hereunder,  (ii) when such Trade  Secret  becomes  public  knowledge  other than
through a breach of this  Agreement,  or (iii) when  Executive  is  required  to
disclose  any  Trade  Secret  pursuant  to any  valid  court  order in which the
Executive is compelled to disclose such Trade Secret. The Executive shall notify
Ascent  immediately of any such court order in order to enable Ascent to contest
such order's  validity.  For a period of two (2) years after  termination of the
Employment  Period for all Business  Trade  Secrets and for a period of five (5)
years  after  termination  of the  Employment  Period  for all  Technical  Trade
Secrets,  the Executive shall not use or otherwise disclose Trade Secrets unless
such  information  (x) becomes  public  knowledge or is  generally  known in the
entertainment  or sports industry among  executives  comparable to the Executive
other than through a breach of this Agreement, (y) is disclosed to the Executive
by a third party who is entitled to receive and disclose such Trade  Secret,  or
(z) is required to be disclosed pursuant to any valid court order, in which case
the Executive  shall notify Ascent  immediately of any such court order in order
to enable Ascent to contest such order's validity.
(b) Upon the effective  date of notice of the  Executive's  or
Ascent's  election to terminate this Agreement,  or at any time upon the request
of  Ascent,  the  Executive  (or his heirs or  personal  representatives)  shall
deliver  to Ascent (i) all  documents  and  materials  containing  or  otherwise
relating to Trade Secrets or other information relating to Ascent's business and
affairs,  and (ii) all  documents,  materials  and other  property  belonging to
Ascent,  which in either case are in the  possession or under the control of the
Executive (or his heirs or personal  representatives).  The  Executive  shall be
entitled to keep his personal records relating to Ascent's  business and affairs
except to the extent those  contain  documents or materials  described in clause
(i) or (ii) of the preceding sentence, in which case Executive may retain copies
for his personal and confidential use.
4.  Discoveries  and  Works.  All  discoveries  and  works  made  or
conceived by the  Executive  during his  employment  by Ascent  pursuant to this
Agreement,   jointly  or  with  others,   that  relate  to  Ascent's  activities
("Discoveries and Works") shall be owned by Ascent.  Discoveries and Works shall
include,  without limitation,  literary,  dramatic or other works,  screenplays,
stories,  adaptations,   scripts,  treatments,   formats,  "bibles,"  scenarios,
characters,  titles  of  any  kind  and  any  rights  therein,  other  works  of
authorship,  inventions,  computer  programs  (including  documentation  of such
programs),  technical improvements,  processes and drawings. The Executive shall
(i)  promptly  notify,  make full  disclosure  to, and  execute  and deliver any
documents  reasonably requested by, Ascent to evidence or better assure title to
such  Discoveries  and Works in  Ascent,  (ii)  assist  Ascent in  obtaining  or
maintaining for itself at its own expense United States and foreign  copyrights,
trade secret  protection or other protection of any and all such Discoveries and
Works,  and (iii) promptly  execute,  whether during his employment by Ascent or
thereafter,  all applications or other endorsements  necessary or appropriate to
maintain  copyright  and other  rights for Ascent  and to  protect  their  title
thereto.   Any  Discoveries  and  Works  which,  within  sixty  days  after  the
termination  of the  Executive's  employment  by  Ascent,  are made,  disclosed,
reduced to a tangible or written form or description, or are reduced to practice
by the Executive and which pertain to work performed by the Executive while with
Ascent shall,  as between the Executive and Ascent be presumed to have been made
during the Executive's employment by Ascent.
5.    Termination.  This Agreement shall remain in effect
during the Employment Period, and this Agreement and Executive's employment
with Ascent may be terminated only as follows:
(a) By the  Executive  (an  "Executive  Election") at any time
upon  sixty  (60) days  advance  written  notice to  Ascent  upon an  "Executive
Election  Event"  (as  defined  below).  In  such  event  or if the  Executive's
employment is terminated by Ascent  without  "cause" (as defined  below),  there
will be no  forfeiture,  penalty,  reduction  or other  adverse  effect upon any
rights  or  interests  relating  to  any  Fringe  Benefits,  including,  without
limitation,  the SARs and any other  stock-based  incentives,  all of which will
fully  vest,  to  the  extent  not  previously  vested,  immediately  upon  such
termination becoming effective and final. Without limiting the foregoing, in the
event of an Executive  Election or if the  Executive's  employment is terminated
without  "cause,"  the  Executive  shall be entitled  to receive  the  following
benefits through the longer of (a) the remainder of the Employment  Period as if
this Agreement had remained in effect until the end of such four-year Employment
Period and (B) three years following the date of such termination (the "Duration
Period"):  (i) his then  current  Base  Salary;  (ii) an Annual  Bonus  equal to
seventy-five  percent (75%) of his then current Base Salary; and (iii) all other
benefits provided pursuant to Sections 2(c), (d) and (e) of this Agreement.  The
Executive shall have no obligation to seek other  employment in the event of his
termination pursuant to this paragraph (a), and there shall be no offset against
amounts due the Executive  under this  Agreement on account of any  remuneration
attributable to any subsequent  employment that he may obtain. Ascent shall have
the option at any time during the Duration  Period to pay to the  Executive in a
lump sum the amounts remaining under clauses (i) and (ii) of this paragraph (a).
If Ascent  exercises  such  option,  Ascent  shall have no further  compensation
payment  obligations  under clauses (i) and (ii) above.  Upon any termination of
the  Executive's  employment  under this Section 5(a),  Ascent shall establish a
"rabbi"  trust,  i.e.,  a trust  for  the  benefit  of the  Executive  which  is
irrevocable  by Ascent,  but whose assets will be available to Ascent's  general
creditors  upon  Ascent's  insolvency,  with  terms  and  provisions  reasonably
acceptable to the Executive,  and shall contribute to such trust an amount equal
to the sum of all  payments  to be  made  to the  Executive  by  reason  of such
termination of employment,  including, but not limited to, the amounts set forth
in Sections  5(a)(i),  (ii) and (iii),  and the amount which the Executive would
receive if he exercised all of his SARs and  stock-based  incentives on the date
of his  termination  of  employment.  Ascent shall at all times remain liable to
carry out its  obligations  under this  Agreement,  but such  obligations may be
satisfied with the assets of such trust distributed pursuant to the terms of the
trust, and any such  distribution  shall reduce Ascent's  obligations under this
Agreement.  In all  circumstances of termination under this Section 5(a), Ascent
shall   remain    obligated    under   clause   (iii)   and   all    stock-based
incentives(including  the SARs) will remain  exercisable  for the maximum period
provided in each applicable grant.
An "Executive Election Event" shall be any of the following: (I) any
substantial  reduction  (except  in  connection  with  the  termination  of  his
employment  voluntarily  by the  Executive  or by Ascent for  "cause" as defined
below) by Ascent,  without  the  Executive's  express  written  consent,  of his
responsibilities as Executive Vice President,  Chief Financial Officer and Chief
Operating  Officer of Ascent;  (II) any change in the  reporting  structure  set
forth in Section 1(b) above;  (III) any reduction in Executive's title such that
he is no longer the chief operating officer nor chief financial officer , or the
functional  equivalent thereof;  (IV) a "Change of Control Event" (as defined in
Section 7(a) below);  provided  that in such event,  the amounts  payable to the
Executive  under this Section 5(a) will be  contributed  to the "rabbi" trust as
provided  above no later than one day  before  such  change of  control  becomes
effective,  whether or not the Executive has given notice of termination at such
time, and payable to the Executive in a lump sum upon the  effectiveness  of his
termination  as a result of a Change in Control  Event;  (V) any other  material
default of this Agreement  which  continues for ten (10) business days following
Ascent's  receipt of written notice from the Executive  specifying the manner in
which  Ascent  is in  default  of this  Agreement;  (VI) the  Board=s  requiring
Executive to be based at any office location other than the principal offices of
Ascent,  or the  relocation,  without  Executive=s  consent,  of such  principal
offices  to a  location  outside  the  greater  Denver  area prior to the second
anniversary  of the  Effective  Date;  or (VII)  any  purported  termination  of
Executive=s employment otherwise than as expressly permitted by the Agreement.
(b)   By Ascent at any time for "cause."  For
purposes  of  this  Agreement,  Ascent  shall  have  "cause"  to  terminate  the
Executive's  employment  hereunder upon (i) the continued and deliberate failure
of the  Executive  to perform his  material  duties,  in a manner  substantially
consistent with the manner reasonably  prescribed by the Board and in accordance
with the terms of this Agreement (other than any such failure resulting from his
incapacity due to physical or mental illness),  which failure  continues for ten
(10) business days following the Executive's  receipt of written notice from the
Board  specifying the manner in which the Executive is in default of his duties,
(ii) the engaging by the Executive in  intentional  serious  misconduct  that is
materially  and  demonstrably  injurious  to  Ascent  or its  reputation,  which
misconduct,  if it is  reasonably  capable of being  cured,  is not cured by the
Executive  within ten (10) business days  following the  Executive's  receipt of
written notice from the Board  specifying the serious  misconduct  engaged in by
the Executive, (iii) the conviction,  which is not subject to further appeal, of
the  Executive  of  commission  of a  felony,  whether  or not such  felony  was
committed in connection with Ascent's  business,  or (iv) any material breach by
the Executive of Section 8 hereof.  If Ascent shall  terminate  the  Executive's
employment for "cause," there will be no forfeiture, penalty, reduction or other
adverse  effect  upon any  vested  rights or  interests  relating  to any Fringe
Benefits.  In such  event,  Ascent,  in  full  satisfaction  of all of  Ascent's
obligations  under  this  Agreement  and in respect  of the  termination  of the
Executive's  employment with Ascent,  shall pay the Executive his Base Salary, a
prorated  Annual Bonus and all other  compensation,  benefits and  reimbursement
through the date of  termination of his  employment,  provided that the SARs and
any other stock options  granted to the Executive under the Ascent option or any
successor plan shall terminate three months after the date of termination of his
employment for "cause".
6.    Disability; Death.
(a)   If, prior to the expiration or termination of
the Employment  Period,  the Executive shall be unable to perform  substantially
his  duties by reason of  disability  or  impairment  of health for at least six
consecutive  calendar  months,  Ascent  shall have the right to  terminate  this
Agreement  by giving  sixty (60) days  written  notice to the  Executive to that
effect,  but  only if at the  time  such  notice  is given  such  disability  or
impairment is still  continuing.  Following the expiration of the notice period,
the Employment Period shall terminate,  and Ascent's payment  obligations to the
Executive  under  Section 2(a) and (b) shall  terminate  with the payment of the
Executive's Base Salary for the month in which the Employment  Period terminates
and a prorated Annual Bonus through such month, and there will be no forfeiture,
penalty,  reduction or other adverse  effect upon any vested rights or interests
relating  to any Fringe  Benefits;  provided  that the SARs and any other  stock
options  granted to the Executive  under the Ascent option plan or any successor
plan shall  become fully vested and shall  terminate  in  accordance  with their
terms,   but  in  no  event  less  than  one  year   after   such   termination,
notwithstanding the limitations of Section 2(e) of this Agreement.  In the event
of a dispute as to whether the Executive is disabled  within the meaning of this
paragraph  (a), or the  duration of any  disability,  either party may request a
medical examination of the Executive by a doctor appointed by the Chief of Staff
of a hospital selected by mutual agreement of the parties, or as the parties may
otherwise  agree,  and the  written  medical  opinion  of such  doctor  shall be
conclusive  and binding upon the parties as to whether the  Executive has become
disabled and the date when such disability  arose.  The cost of any such medical
examinations shall be borne by Ascent.
(b) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive shall die, Ascent shall pay to the Executive's estate his
Base Salary and a prorated  Annual  Bonus  through the end of the month in which
the  Executive's  death  occurred,  at which time the  Employment  Period  shall
terminate  without  further  notice  and there will be no  forfeiture,  penalty,
reduction or other adverse  effect upon any vested rights or interests  relating
to any  Fringe  Benefits;  provided  that the SARs and any other  stock  options
granted to the  Executive  under the Ascent  option plan or any  successor  plan
shall  become  fully  vested  and  shall  terminate  one year  after the date of
termination  of  the  Executive's  employment  for  death,  notwithstanding  the
limitations of Section 2(e) of this Agreement.
(c) Nothing  contained  in this  Section 6 shall impair or otherwise
affect any rights and interests of the Executive under any compensation  plan or
arrangement of Ascent which may be adopted by the Board.
      7.    Change of Control.
(a) If, prior to the termination of the Employment Period, there is a "Change of
Control Event" (as  hereinafter  defined in this  paragraph  (a)), the Executive
shall have the right to  exercise  his  Executive  Election in  accordance  with
Section  5(a) by giving  notice  either  prior to such  Change of Control  Event
becoming effective or up to 180 days following such Change of Control Event, but
termination  pursuant to such notice  shall not take effect in  accordance  with
Section 5(a)(IV) in any event prior to 120 days following such Change of Control
Event, provided, however, payment to the Executive shall be made as set forth in
Section  5(a)(IV).  The  expiration of such 180-day  period shall not affect the
Executive's  right to give notice  under  Section 5(a) with respect to any other
Executive  Election  Event.  A "Change of Control  Event" shall mean and include
either the occurrence of any of the following with respect to Ascent,  or any of
the following  becoming  highly  likely to occur,  in the  determination  of the
Board:  (i) the  acquisition  by any  individual,  entity or group  (within  the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act")) (a "Person") of beneficial  ownership  (within
the meaning of Rule 13d-3  promulgated under the Exchange Act) of 20% or more of
either  (A) the then  outstanding  shares of common  stock of the  Company  (the
"Outstanding Company Common Stock") or (B) the combined voting power of the then
outstanding  voting  securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting  Securities");  provided,
however, that for purposes of this clause (i), the following  acquisitions shall
not  constitute  a Change of  Control:  (1) any  acquisition  directly  from the
Company, (2) any acquisition by the Company, (3) any acquisition by any employee
benefit plan (or related  trust)  sponsored or  maintained by the Company or any
corporation  controlled by the Company or (4) any acquisition by any corporation
pursuant to a transaction which complies with clauses (1), (2) and (3) of clause
(iii) below;  or (ii)  individuals  who, as of the date hereof,  constitute  the
Board (the  "Incumbent  Board")  cease for any reason to  constitute  at least a
majority  of the  Board;  provided,  however,  that any  individual  becoming  a
director  subsequent  to the date  hereof  whose  election,  or  nomination  for
election by the  Company's  shareholders,  was  approved by a vote of at least a
majority  of  the  directors  then  comprising  the  Incumbent  Board  shall  be
considered as though such individual were a member of the Incumbent  Board,  but
excluding,  for this purpose,  any such individual  whose initial  assumption of
office  occurs  as a result of an actual or  threatened  election  contest  with
respect to the election or removal of  directors  or other actual or  threatened
solicitation  of proxies or consents by or on behalf of a Person  other than the
Board; or (iii)  Consummation of a  reorganization,  merger or  consolidation or
sale or other  disposition  of all or  substantially  all of the  assets  of the
Company  (a  "Business  Combination"),  in each  case,  unless,  following  such
Business  Combination,  (1)  all or  substantially  all of the  individuals  and
entities  who were  the  beneficial  owners,  respectively,  of the  Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
50% of,  respectively,  the then  outstanding  shares  of  common  stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors,  as the case may be, of the  corporation
resulting  from such Business  Combination  (including,  without  limitation,  a
corporation  which as a result of such  transaction  owns the  Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries)  in  substantially   the  same  proportions  as  their  ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and  Outstanding  Company  Voting  Securities,  as the case may be, (2) no
Person  (excluding any corporation  resulting from such Business  Combination or
any employee  benefit plan (or related trust) of the Company or such corporation
resulting  from  such  Business  Combination)  beneficially  owns,  directly  or
indirectly, 20% or more of, respectively,  the then outstanding shares of common
stock  of the  corporation  resulting  from  such  Business  Combination  or the
combined  voting  power  of the  then  outstanding  voting  securities  of  such
corporation  except to the  extent  that  such  ownership  existed  prior to the
Business  Combination and (3) at least a majority of the members of the board of
directors of the  corporation  resulting  from such  Business  Combination  were
members  of the  Incumbent  Board at the time of the  execution  of the  initial
agreement,  or  of  the  action  of  the  Board,  providing  for  such  Business
Combination;  or (iv) approval by the  stockholders of the Company of a complete
liquidation or dissolution of the Company.
(b)  In the  event  that  Ascent  adopts  any  "change  of  control"
provisions applicable to any Ascent benefits plans, respectively,  providing for
the accelerated vesting and/or payment of any benefits for its senior management
group,  solely to the extent that such provisions give Executive  greater rights
than those provided in paragraph (a) above,  such better  provisions shall apply
to the  Executive  to the same extent as other  Ascent  senior  executives  on a
favored  nations  basis with  respect to the  benefits  affected  by such Ascent
provisions, respectively.
8.    Non-Competition.
(a)   As an inducement for Ascent to enter into
this  Agreement,  the  Executive  agrees that for a period  commencing as of the
Effective Date and running  through the earlier of (i) the end of the Employment
Period if the  Executive  remains  employed by Ascent for the entire  Employment
Period or (ii) one year following  termination of the Executive's  employment by
Ascent for "cause" as defined in Section 5(b) hereof,  or by the  Executive  for
any reason (other than an Executive Election Event, in which case the provisions
of this  paragraph  (a) shall not apply)  (the  "Non-Competition  Period"),  the
Executive shall not,  without the prior written consent of the Board,  engage or
participate,  directly or indirectly, as principal,  agent, employee,  employer,
consultant, stockholder, partner or in any other individual capacity whatsoever,
in the conduct or management of, or own any stock or any other equity investment
in or debt of, any business which is competitive with any business  conducted by
Ascent.
For the purpose of this Agreement, a business shall
be  considered  to be  competitive  with any  business  of  Ascent  only if such
business is engaged in providing services or products (i) substantially  similar
to (A) any service or product currently provided by Ascent during the Employment
Period;  (B) any  service or product  which  directly  evolves  from or directly
results from  enhancements  in the ordinary  course  during the  Non-Competition
Period to the  services or products  provided by Ascent as of the date hereof or
during the Employment  Period; or (C) any future service or product of Ascent as
to  which  the  Executive  materially  and  substantially  participated  in  the
development  or  enhancement,  and (ii) to  customers,  distributors  or clients
served by Ascent during the Non-Competition Period.
(b)   Non-Solicitation of Employees.  During the
Non-Competition  Period,  the Executive will not (for his own benefit or for the
benefit of any person or entity other than Ascent) solicit, or assist any person
or entity  other than Ascent to solicit,  any  officer,  director,  executive or
employee (other than an administrative or clerical  employee) of Ascent to leave
his or her  employment;  provided,  that the  foregoing  prohibition  shall  not
preclude  the  Executive  from hiring any such person who  responds to a general
solicitation  on behalf of the Executive or an entity with whom the Executive is
associated at such time.
(c)   Reasonableness; Interpretation.  The
Executive  acknowledges  and  agrees,  solely for  purposes of  determining  the
enforceability of this Section 8 (and not for purposes of determining the amount
of money damages or for any other reason), that (i) the markets served by Ascent
are national and international and are not dependent on the geographic  location
of executive  personnel or the  businesses by which they are employed;  (ii) the
length of the  Non-Competition  Period  is linked to the term of the  Employment
Period and the severance  benefit  provided for in Section  5(a);  and (iii) the
above  covenants  are  reasonable  as an inducement to Ascent to enter into this
Agreement,  and the parties  expressly  agree that such  restrictions  have been
designed to be reasonable  and no greater than is required for the protection of
Ascent. In the event that the covenants in this Section 8 shall be determined by
any court of competent  jurisdiction in any action to be unenforceable by reason
of  their  extending  for too  great a  period  of  time  or  over  too  great a
geographical  area or by  reason  of their  being  too  extensive  in any  other
respect,  they shall be  interpreted  to extend only over the maximum  period of
time for which they may be  enforceable,  and/or over the  maximum  geographical
area as to which they may be  enforceable  and/or to the  maximum  extent in all
other  respects as to which they may be  enforceable,  all as determined by such
court in such action.
(d)   Investment.  Nothing in this Agreement shall
be deemed to prohibit the Executive  from owning equity or debt  investments  in
any  corporation,  partnership or other entity which is competitive with Ascent,
provided that such  investments (i) are passive  investments and constitute five
percent (5%) or less of the outstanding  equity securities of such an entity the
equity securities of which are traded on a national securities exchange or other
public market, or (ii) are approved by the Board.
9. Indemnification;  Liability Insurance.  The Executive shall
be entitled to indemnification  and coverage under Ascent's liability  insurance
policy for  directors  and  officers to the same extent as other  directors  and
officers  of Ascent.  During  and after the term of  employment,  Ascent  hereby
agrees to  indemnify  and hold  Executive  harmless  against  any and all claims
arising from or in connection with his employment by or service to Ascent to the
full  extent  permitted  by law and,  in  connection  therewith,  to advance the
expenses of Executive  incurred in defending against such claims subject to such
limitations as may actually be required by law.
10. Enforcement. The Executive acknowledges that a breach of the covenants
or  provisions  contained  in Sections 3, 4 and 8 of this  Agreement  will cause
irreparable  damage to Ascent,  the exact  amount of which will be  difficult to
ascertain,  and that the remedies at law for any such breach will be inadequate.
Accordingly, the Executive agrees that if the Executive breaches or threatens to
breach any of the  covenants or  provisions  contained in Sections 3, 4 and 8 of
this Agreement, in addition to any other remedy which may be available at law or
in equity,  Ascent shall be entitled to seek specific performance and injunctive
relief.
11.   Arbitration.
(a) Subject to Ascent's right to enforce  Sections 3, 4 and 8 hereof
by an  injunction  issued by a court  having  jurisdiction  (which  right  shall
prevail  over and  supersede  the  provisions  of this  Section 11), any dispute
relating to this  Agreement,  including the  enforceability  of this Section 11,
arising  between the Executive and Ascent shall be settled by arbitration  which
shall be  conducted  in  Denver,  Colorado,  or any  other  location  where  the
Executive  then  resides at  Ascent's  request,  before a single  arbitrator  in
accordance  with the commercial  arbitration  rules of the American  Arbitration
Association ("AAA").  Within 90 days after the Effective Date, the parties shall
mutually agree upon three possible arbitrators, one of whom shall be selected by
the AAA within 2 days  after  notice of a dispute  to be  arbitrated  under this
Section 11. The parties  shall  instruct the  arbitrator  to use his or her best
efforts to conclude the  arbitration  within 60 days after notice of the dispute
to AAA.
(b) The award of any such arbitrator  shall be final.  Judgment upon
such award may be entered by the prevailing  party in any federal or state court
sitting in Denver,  Colorado  or any other  location  where the  Executive  then
resides at Ascent's request.
(c)  The  parties  will  bear  their  own  costs   associated   with
arbitration and will each pay one-half of the arbitration costs and fees of AAA;
however,  the arbitrator may in his sole discretion  determine that the costs of
the arbitration  proceedings,  including attorneys' fees, shall be paid entirely
by one party to the  arbitration  if the  arbitrator  determines  that the other
party is the prevailing party in such arbitration.
12.   Indemnification and Gross-up for Excise Taxes.

      (a) The Company hereby  indemnifies  the Executive and holds the Executive
harmless  from  and  against  any  and  all  liabilities,   costs  and  expenses
(including,  without  limitation,  reasonable  attorneys'  fees and  costs)  the
Executive may incur as a result of the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") or any similar  provision
of  state or  local  income  tax law  (the  "Excise  Tax"),  to the end that the
Executive  shall be placed in the same tax position with respect to all payments
under this Agreement and all other payments from the Company to the Executive in
the nature of compensation as the Executive would have been in if the Excise Tax
had never been enacted.  In  furtherance  of such  indemnification,  the Company
shall pay to the Executive a payment (the "Gross-Up  Payment") in an amount such
that,  after payment by the Executive of all taxes,  including  income taxes and
the Excise Tax imposed on the  Gross-Up  Payment and any  interest or  penalties
(other than interest and penalties imposed by reason of the Executive's  failure
to file timely tax returns or to pay taxes shown due on such returns and any tax
liability,  including interest and penalties, unrelated to the Excise Tax or the
Gross-Up  Amount),  the Executive  shall be placed in the same tax position with
respect to all payments  under this  Agreement  and all other  payments from the
Company to the Executive in the nature of  compensation  as the Executive  would
have been in if the  Excise Tax had never  been  enacted.  At such time or times
necessary  to  carry  out  the  purposes  of  this  Section  12 in  view  of the
withholding requirement of Section 4999(c)(1) of the Code, but in no event later
than December 31 of each year in which the Executive receives a payment from the
Company under this Agreement or in the nature of Compensation, the Company shall
pay to the Executive one or more Gross-Up  Payments for all payments  under this
Agreement and any other payments in the nature of compensation which the Company
determines are "excess parachute  payments" under Section 280G(b)(1) of the Code
("Excess  Parachute  Payments").  If,  through a  determination  of the Internal
Revenue Service or any state or local taxing  authority (a "Taxing  Authority"),
or a judgment of any court, the Executive becomes liable for an amount of Excise
Tax not  covered by the  Gross-Up  Payment  payable  pursuant  to the  preceding
sentence,  the Company shall pay the Executive an additional Gross-up Payment to
make the Executive  whole for such  additional  Excise Tax;  provided,  however,
that,  pursuant to Section  12, the Company  shall have the right to require the
Executive to protest, contest, or appeal any such determination or judgment. For
purposes  of this  Section  12, any amount  which the  Company  is  required  to
withhold under Sections 3402 or 4999 of the Code or under any other provision of
law shall be deemed to have been paid to the Executive.

      (b) Upon payment to the Executive of a Gross-Up Payment, the Company shall
provide the Executive with a written statement showing the Company's computation
of such  Gross-Up  Payment and the Excess  Parachute  Payments and Excise Tax to
which it relates, and setting forth the Company's determination of the amount of
gross income the Executive is required to recognize as a result of such payments
and the Executive's  liability for the Excise Tax. The Executive shall cause the
Executive's federal, state, and local income tax returns for the period in which
the  Executive  receives  such  Gross-Up  Payment  to be  prepared  and filed in
accordance  with such  statement,  and upon such  filing,  the  Executive  shall
certify in writing to the Company  that such  returns  have been so prepared and
filed. At the Executive's  request,  the Company shall furnish to the Executive,
at no cost to the Executive,  assistance in preparing the  Executive's  federal,
state,  and local  income  tax  returns  for the  period in which the  Executive
receives   such   Gross-Up   Payment   in   accordance   with  such   statement.
Notwithstanding  the  provisions  of Section  12(a),  the  Company  shall not be
obligated to indemnify the Executive from and against any tax liability, cost or
expense  (including,  without  limitation,  any  liability for the Excise Tax or
attorney's  fees or costs) to the extent such tax liability,  cost or expense is
attributable  to the  Executive's  failure to comply with the  provisions of the
Section 12(b).

      (c) If any controversy arises between the Executive and a Taxing Authority
with respect to the  treatment on any return of the Gross-Up  Amount,  or of any
payment the Executive  receives from the Company as an Excess Parachute Payment,
or with respect to any return which a Taxing  Authority  asserts  should show an
Excess Parachute Payment,  including,  without limitation, any audit, protest to
an appeals authority of a Taxing Authority or litigation (a "Controversy"),  the
Company shall have the right,  solely with respect to a  Controversy,  to direct
the  Executive  to protest or contest any  proposed  adjustment  or  deficiency,
initiate an appeals procedure with any Taxing  Authority,  commence any judicial
proceeding,  make any settlement  agreement,  or file a claim for refund of tax,
and the  Executive  shall not take any of such steps  without the prior  written
approval  of  the  Company.  If the  Company  elects,  the  Executive  shall  be
represented  in any  Controversy by attorneys,  accountants,  and other advisors
selected by the Company,  and the Company shall pay the fees, costs and expenses
of such attorneys, accountants, or advisors, and any tax liability the Executive
may incur as a result of such payment.  The Executive  shall promptly notify the
Company of any communication  with a Taxing  Authority,  and the Executive shall
promptly furnish to the Company copies of any written  correspondence,  notices,
or documents  received from a Taxing  Authority  relating to a Controversy.  The
Executive  shall  cooperate  fully  with  the  Company  in the  handling  of any
Controversy  by  furnishing  to the Company  any  information  or  documentation
relating  to or  bearing  upon  the  Controversy;  provided,  however,  that the
Executive shall not be obligated to furnish to the Company copies of any portion
of the  Executive's tax returns which do not bear upon, and are not affected by,
the Controversy.
      (d) The  Executive  shall pay over to the  Company,  within  ten (10) days
after the Executive's  receipt thereof,  any refund the Executive  receives from
any Taxing Authority of all or any portion of the Gross-Up Payment or the Excise
Tax,  together  with any  interest  the  Executive  receives  from  such  Taxing
Authority on such refund. For purposes of this Section 12(d), a reduction in the
Executive's tax liability  attributable to the previous  payment of the Gross-Up
Amount or the Excise Tax shall be deemed to be a refund.  If the Executive would
have  received  a refund of all or any  portion of the  Gross-Up  Payment or the
Excise  Tax,  except the a Taxing  Authority  offset  the amount of such  refund
against other tax liabilities,  interest, or penalties,  the Executive shall pay
the  amount of such  offset  over to the  Company  together  with the  amount of
interest the Executive  would have  received  from the Taxing  Authority if such
offset had been an actual  refund,  within ten (10) days after receipt of notice
from the Taxing Authority of such offset.
13.  Severability.   Should  any  provision  of  this  Agreement  be
determined  to be  unenforceable  or  prohibited  by any  applicable  law,  such
provision  shall be ineffective to the extent,  and only to the extent,  of such
unenforceability  or  prohibition  without  invalidating  the  balance  of  such
provision   or  any   other   provision   of  this   Agreement,   and  any  such
unenforceability  or  prohibition  in any  jurisdiction  shall not invalidate or
render unenforceable such provision in any other jurisdiction.
14.  Assignment.  The Executive's  rights and obligations under this
Agreement  shall  not  be  assignable  by the  Executive.  Ascent's  rights  and
obligations  under this  Agreement  shall not be  assignable by Ascent except as
incident to the transfer, by merger or otherwise, of all or substantially all of
the  business  of Ascent.  In the event of any such  assignment  by Ascent,  all
rights of Ascent hereunder shall inure to the benefit of the assignee.
15. Notices. All notices and other communications which are required
or may be given under this Agreement  shall be in writing and shall be deemed to
have been duly given when received if personally delivered;  when transmitted if
transmitted by telecopy,  electronic or digital  transmission  method,  provided
that in such case it shall also be sent by certified or registered mail,  return
receipt requested;  the day after it is sent, if sent for next day delivery to a
domestic  address  by  recognized  overnight  delivery  service  (e.g.,  Federal
Express);  and upon  receipt,  if sent by certified or registered  mail,  return
receipt requested. Unless otherwise changed by notice, in each case notice shall
be sent to:
If to Executive, addressed to:
James A. Cronin, III
18947 E. Hinsdale Ave.
Aurora, Colorado 80016
If to Ascent, addressed to:
Ascent Entertainment Group, Inc.
1200 Seventeenth Street
Denver, Colorado 80202
Attention: Charlie Lyons
Telecopier No. (303) 595-0823
With a copy to:
Ascent Entertainment Group
1200 Seventeenth Street
Denver, Colorado 80202
Attention: Arthur M. Aaron
Telecopier No. (303) 595-0127
16. Miscellaneous.  This Agreement constitutes the entire agreement,
and  supersedes  all prior  agreements,  of the parties  hereto  relating to the
subject matter hereof, and there are no written or oral terms or representations
made  by  either  party  other  than  those  contained   herein.  No  amendment,
supplement,  modification  or waiver of this  Agreement  shall be binding unless
executed  in  writing  by  the  party  to  be  bound   thereby.   The  validity,
interpretation,  performance  and enforcement of the Agreement shall be governed
by the laws of the State of  Colorado.  The  headings  contained  herein are for
reference  purposes  only  and  shall  not in any  way  affect  the  meaning  or
interpretation of this Agreement.
IN WITNESS WHEREOF,  the parties hereto have executed this Agreement
as of the day and year first above written.
/s/ James A. Cronin, III
James A. Cronin, III, Executive
ASCENT ENTERTAINMENT GROUP, INC.
By: /s/ Charles Lyons
Title: President and Chief Executive
                                     Officer
EXHIBIT 10.3

                                 EMPLOYMENT AGREEMENT
This   AGREEMENT  made  as  of  June  27,  1997,  by  and  between  Ascent
Entertainment Group, Inc., a Delaware  corporation  ("Ascent" or the "Company"),
and Arthur M. Aaron, a resident of the State of Colorado(the "Executive").
WHEREAS,  effective  on June 27, 1997 (the  "Distribution  Date"),  COMSAT
Corporation  ("COMSAT")  distributed its remaining  80.67% interest in Ascent to
COMSAT's shareholders; and
WHEREAS,  Ascent  desires  to  employ  the  Executive  as Vice  President,
Business and Legal Affairs and Corporate  Secretary of Ascent, and the Executive
desires to accept such employment, on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
made herein, and intending to be legally bound hereby,  Ascent and the Executive
agree as follows:
1.    Employment; Duties.
(a) Employment and Employment Period.  Ascent shall employ the
Executive to serve as Vice  President,  Business and Legal Affairs and Corporate
Secretary  of Ascent  or its  successor  entity  for a period  (the  "Employment
Period")  commencing  on June 27,  1997 (the  "Effective  Date") and  continuing
thereafter  for a term of five years until June 27, 2002  unless  terminated  in
accordance with the provisions of this Agreement. Each 12 month period ending on
the anniversary date of the Effective Date is sometimes  referred to herein as a
"year of the Employment Period."
(b) Offices, Duties and Responsibilities. The Executive shall report
directly to the President and Chief Executive Officer of Ascent (the "CEO"). The
Executive's  offices  initially shall be located at the Company=s  headquarters,
which are presently  located in Denver,  Colorado.  The Executive shall have all
duties and  authority  customarily  accorded  a senior  legal  officer,  general
counsel and corporate secretary.
(c) Devotion to Interests of Ascent.  During the Employment  Period,
the Executive  shall render his business  services  solely in the performance of
his duties  hereunder.  The Executive  shall use his best efforts to promote the
interests and welfare of Ascent.  Notwithstanding  the foregoing,  the Executive
shall be  entitled to  undertake  such  outside  activities  (e.g.,  charitable,
educational,  personal interests,  board of directors membership,  and so forth,
that do not  compete  with the  business  of  Ascent as do not  unreasonably  or
materially  interfere with the performance of his duties hereunder as reasonably
determined by the CEO in consultation with the Executive.
2.    Compensation and Fringe Benefits.
(a)   Base Compensation.  Ascent shall pay the
Executive a base salary ("Base  Salary") at the rate of $175,000 per
year  during  the  Employment  Period  with  payments  made in  installments  in
accordance with Ascent's regular practice for compensating  executive personnel,
provided that in no event shall such payments be made less frequently than twice
per month.  The Base Salary for the Executive shall be reviewed each year during
the Employment Period commencing the second year of the Employment  Period.  Any
Base Salary increases shall be approved by the Board in its sole discretion.
(b) Bonus  Compensation.  The Executive  will be eligible to receive
bonuses  ("Annual  Bonus") during the Employment  Period in accordance  with the
following  parameters:  (i) the target bonus for each year during the Employment
Period  shall be 35% of Base Salary for  achieving  100% of the target level for
the performance measures; and (ii) the performance measures, the relative weight
to be  accorded  each  performance  measure  and the amount of bonus  payable in
relation to the target bonus for achieving  more or less than 100% of the target
level for the performance  measures shall be determined for each year during the
Employment Period by the Compensation  Committee after consultation with the CEO
and the Executive.
(c)  Fringe  Benefits.  The  Executive  also  shall be  entitled  to
participate in group health,  dental and disability insurance programs,  and any
group profit  sharing,  deferred  compensation,  supplemental  life insurance or
other  benefit  plans as are  generally  made  available by Ascent to the senior
executives of Ascent on a favored  nations  basis.  Such benefits  shall include
reimbursement  of documented  expenses  reasonably  incurred in connection  with
travel and entertainment  related to Ascent's business and affairs. All benefits
described in the foregoing  sentence  that are  reportable as earned or unearned
income  will be grossed up by Ascent in  connection  with  federal and state tax
obligations to provide  Executive with  appropriate net tax coverage so that the
benefits  received by the Executive from the foregoing  sentence shall be net of
income and  employment  taxes  thereon.  Ascent  reserves the right to modify or
terminate  from  time  to  time  the  fringe  benefits  provided  to the  senior
management  group,  provided that the fringe benefits  provided to the Executive
shall not be  materially  reduced on an  overall  basis  during  the  Employment
Period.
(d) Stock Appreciation Rights.  Ascent hereby grants to Executive as
of the Effective Date stock appreciation  rights ("SARs"),  exercisable only for
cash, with respect to 100,000 shares of Ascent's  common stock,  par value $0.01
per share, each such SAR exercisable at the per-share price equal to the average
of the high and low sale  prices of the Common  Stock on the five  trading  days
commencing on the Distribution  Date (the "Exercise  Price").  The SARs shall be
exercisable by Executive according to the following schedule:
(i)   10% of the SARs on or after June 27, 1997;
(ii) 15% of the SARs on or after December 18, 1997;
(iii)25% of the SARs on or after December 18, 1998;
(iv)  25% of the SARs on or after December 18, 1999;
(v)   25% of the SARs on or after December 18, 2000.

            Notwithstanding  the foregoing,  100% of the SARs shall  immediately
vest and become  immediately  exercisable,  without  any  further  action by the
Executive,  upon the  occurrence of any "Change of Control  Event" as defined in
Section 7(a) below, or upon the occurrence of any event that results in Ascent=s
Common  Stock no  longer  being  traded on any of the New York  Stock  Exchange,
American Stock Exchange or NASDAQ  National  Market System  (including,  without
limitation,  as a result  of any  so-called  "going  private"  transaction  with
Ascent).   Such  SARs  shall  be  represented  by  a  SAR  agreement  containing
appropriate terms consistent with the provisions of this Agreement. The SARs, to
the extent they remain  unexercised,  shall  automatically  and without  further
notice  terminate  and become of no further force and effect only at the time of
the earliest of the following to occur:
(x) Three months after the date upon which a  termination  for
cause by Ascent (as provided in Section  5(b)) shall have become  effective  and
final; or
(y)   December 18, 2005.
In  the   event   of  any   stock   split,   stock   dividend,   spin-off,
reclassification,    recapitalization,   merger,   consolidation,   subdivision,
combination  or other change which  affects the  character or amount of Ascent's
common  stock  after  the  Effective  Date  and  prior  to the  exercise  and/or
expiration  of all of the SARs,  the  number  and  exercise  price of and/or the
formula for determining the value of such unissued or unexercised  SARs shall be
adjusted in order to make such SARs, as nearly as may be practicable, equivalent
in nature  and value to the SARs that  would have  existed  had such  change not
taken place. In addition,  if Ascent adopts a stock-based incentive plan that in
Executive's sole judgment provides for any term(s) more favorable to the grantee
than any term(s) set forth above,  Executive  will be entitled to the benefit of
such more favorable term(s) with respect to the SARs, other than with respect to
the vesting schedule thereof, but in no event will any term(s) applicable to the
SARs be less favorable to Executive than those set forth above.
During the Employment  Period,  the Executive shall be granted  additional
stock-based  incentives as determined by the Compensation  Committee in its sole
discretion. Notwithstanding any other provision of this Agreement except Section
5(b),  the  Compensation  Committee  may  in its  discretion  provide  that  any
stock-based  incentives  granted to the Executive which have not vested prior to
his  termination of employment  shall continue to vest in accordance  with their
original terms as if the Executive's employment had not terminated.

                  (e)  Conflicting  Provisions.  Solely  to  the  extent  of any
conflict  between the  provisions of this  Agreement  and the  provisions of any
agreement  between  Executive,  on the  one  hand,  and  Ascent  and  any of its
affiliated  or related  entities,  on the other hand,  relating  to  stock-based
incentives  (including the SARs), life insurance,  health  insurance,  any other
employee equity  participation,  profit sharing or retirement plan, group health
plan or other  employee  benefits  (individually  and  collectively  referred to
herein as the "Fringe Benefits"), the provisions of this Agreement will control.
(f)  Compensation  Review.  The  Compensation  Committee shall
conduct  a review  of the  total  compensation  payable  under  this  Agreement,
including salary, bonus opportunities and Fringe Benefits, based on such factors
and considerations as the Committee deems reasonable and appropriate in its sole
discretion,  and the parties  agree to  negotiate  in good faith an amendment to
this  Agreement  reflecting  the  results  of such  compensation  review,  which
amendment  shall not be in the aggregate  less  favorable to the Executive  than
currently provided in this Agreement.
3.    Trade Secrets; Return of Documents and Property.
(a) Executive  acknowledges that during the course of his employment
he  will  receive  secret,  confidential  and  proprietary  information  ("Trade
Secrets") of Ascent and of other  companies with which Ascent does business on a
confidential  basis and that Executive will create and develop Trade Secrets for
the benefit of Ascent.  Trade Secrets shall  include,  without  limitation,  (a)
literary, dramatic or other works, screenplays,  stories, adaptations,  scripts,
treatments, formats, "bibles," scenarios, characters, titles of any kind and any
rights therein,  custom  databases,  "know-how,"  formulae,  secret processes or
machines,  inventions,   computer  programs  (including  documentation  of  such
programs)  (collectively,  ATechnical  Trade  Secrets@),  and (b)  matters  of a
business nature, such as customer data and proprietary  information about costs,
profits,  markets and sales,  customer  databases,  and other  information  of a
similar  nature to the extent not available to the public,  and plans for future
development   (collectively,   ABusiness  Trade  Secrets@).  All  Trade  Secrets
disclosed  to or  created  by  Executive  shall be  deemed  to be the  exclusive
property of Ascent (as the context may  require).  Executive  acknowledges  that
Trade Secrets have  economic  value to Ascent due to the fact that Trade Secrets
are not generally known to the public or the trade and that the unauthorized use
or disclosure of Trade Secrets is likely to be  detrimental  to the interests of
Ascent  and its  subsidiaries.  Executive  therefore  agrees  to hold in  strict
confidence  and not to disclose to any third party any Trade Secret  acquired or
created or developed by Executive  during the term of this Agreement  except (i)
when  Executive  is required to use or disclose  any Trade  Secret in the proper
course of the Executive's  rendition of services to Ascent hereunder,  (ii) when
such Trade Secret becomes public  knowledge  other than through a breach of this
Agreement,  or (iii) when  Executive  is required to disclose  any Trade  Secret
pursuant  to any  valid  court  order in which the  Executive  is  compelled  to
disclose such Trade Secret. The Executive shall notify Ascent immediately of any
such court order in order to enable Ascent to contest such order's validity. For
a period of two (2) years after  termination  of the  Employment  Period for all
Business  Trade Secrets and for a period of five (5) years after  termination of
the Employment  Period for all Technical Trade Secrets,  the Executive shall not
use or otherwise  disclose  Trade Secrets  unless such  information  (x) becomes
public  knowledge or is generally known in the  entertainment or sports industry
among executives comparable to the Executive other than through a breach of this
Agreement, (y) is disclosed to the Executive by a third party who is entitled to
receive and  disclose  such Trade  Secret,  or (z) is  required to be  disclosed
pursuant to any valid court  order,  in which case the  Executive  shall  notify
Ascent  immediately of any such court order in order to enable Ascent to contest
such order's validity.
(b) Upon the effective date of notice of the Executive's or Ascent's
election to terminate this Agreement, or at any time upon the request of Ascent,
the Executive (or his heirs or personal representatives) shall deliver to Ascent
(i) all  documents  and  materials  containing  or  otherwise  relating to Trade
Secrets or other information relating to Ascent's business and affairs, and (ii)
all documents, materials and other property belonging to Ascent, which in either
case are in the  possession  or under the control of the Executive (or his heirs
or  personal  representatives).  The  Executive  shall be  entitled  to keep his
personal records relating to Ascent's  business and affairs except to the extent
those  contain  documents  or  materials  described in clause (i) or (ii) of the
preceding  sentence,  in which case Executive may retain copies for his personal
and confidential use.
4.  Discoveries and Works.  All discoveries and works made or conceived by
the  Executive  during his  employment  by Ascent  pursuant  to this  Agreement,
jointly or with others,  that relate to Ascent's  activities  ("Discoveries  and
Works") shall be owned by Ascent.  Discoveries and Works shall include,  without
limitation,   literary,   dramatic  or  other   works,   screenplays,   stories,
adaptations,  scripts,  treatments,  formats,  "bibles," scenarios,  characters,
titles  of  any  kind  and  any  rights  therein,  other  works  of  authorship,
inventions,  computer  programs  (including  documentation  of  such  programs),
technical improvements, processes and drawings. The Executive shall (i) promptly
notify,  make  full  disclosure  to,  and  execute  and  deliver  any  documents
reasonably  requested  by,  Ascent to  evidence or better  assure  title to such
Discoveries and Works in Ascent,  (ii) assist Ascent in obtaining or maintaining
for itself at its own expense United States and foreign copyrights, trade secret
protection or other  protection of any and all such  Discoveries and Works,  and
(iii) promptly  execute,  whether during his employment by Ascent or thereafter,
all  applications  or other  endorsements  necessary or  appropriate to maintain
copyright  and other rights for Ascent and to protect their title  thereto.  Any
Discoveries  and Works  which,  within sixty days after the  termination  of the
Executive's employment by Ascent, are made, disclosed,  reduced to a tangible or
written form or  description,  or are reduced to practice by the  Executive  and
which pertain to work  performed by the Executive  while with Ascent and COMSAT,
shall, as between the Executive and Ascent and COMSAT,  be presumed to have been
made during the Executive's employment by Ascent.
5.    Termination.  This Agreement shall remain in effect during
the Employment Period, and this Agreement and Executive's employment with
Ascent may be terminated only as follows:
(a) By the  Executive  (an  "Executive  Election")  at any time upon
sixty (60) days advance  written  notice to Ascent upon an  "Executive  Election
Event" (as defined  below).  In such event or if the  Executive's  employment is
terminated  by Ascent  without  "cause"  (as  defined  below),  there will be no
forfeiture,  penalty,  reduction  or other  adverse  effect  upon any  rights or
interests relating to any Fringe Benefits,  including,  without limitation,  the
SARs and any other  stock-based  incentives all of which will fully vest, to the
extent  not  previously  vested,  immediately  upon  such  termination  becoming
effective  and  final.  Without  limiting  the  foregoing,  in the  event  of an
Executive  Election  or if the  Executive's  employment  is  terminated  without
"cause,"  the  Executive  shall be entitled to receive  the  following  benefits
through  the longer of (x) the  remainder  of the  Employment  Period as if this
Agreement  had  remained in effect  until the end of such  five-year  Employment
Period and (y) one year  following the date of such  termination  (the "Duration
Period"):  (i) his then  current  Base  Salary;  (ii) an Annual  Bonus  equal to
thirty-five  percent (35%) of his then current Base Salary;  and (iii) all other
benefits  provided  pursuant to  Sections  2(c) and (d) of this  Agreement.  The
Executive shall have no obligation to seek other  employment in the event of his
termination pursuant to this paragraph (a), and there shall be no offset against
amounts due the Executive  under this  Agreement on account of any  remuneration
attributable to any subsequent  employment that he may obtain. Ascent shall have
the option at any time during the Duration  Period to pay to the  Executive in a
lump sum the amounts remaining under clauses (i) and (ii) of this paragraph (a).
If Ascent  exercises  such  option,  Ascent  shall have no further  compensation
payment  obligations  under clauses (i) and (ii) above.  Upon any termination of
the  Executive's  employment  under this Section 5(a),  Ascent shall establish a
"rabbi"  trust,  i.e.,  a trust  for  the  benefit  of the  Executive  which  is
irrevocable  by Ascent,  but whose assets will be available to Ascent's  general
creditors  upon  Ascent's  insolvency,  with  terms  and  provisions  reasonably
acceptable to the Executive,  and shall contribute to such trust an amount equal
to the sum of all  payments  to be  made  to the  Executive  by  reason  of such
termination of employment,  including, but not limited to, the amounts set forth
in Sections  5(a)(i),  (ii) and (iii),  and the amount which the Executive would
receive if he exercised all of his SARs and  stock-based  incentives on the date
of his  termination  of  employment.  Ascent shall at all times remain liable to
carry out its  obligations  under this  Agreement,  but such  obligations may be
satisfied with the assets of such trust distributed pursuant to the terms of the
trust, and any such  distribution  shall reduce Ascent's  obligations under this
Agreement.  In all  circumstances of termination under this Section 5(a), Ascent
shall   remain    obligated    under   clause   (iii)   and   all    stock-based
incentives(including  the SARs) will remain  exercisable  for the maximum period
provided in each applicable grant.
An "Executive Election Event" shall be any of the following: (I) any
substantial  reduction  (except  in  connection  with  the  termination  of  his
employment  voluntarily  by the  Executive  or by Ascent for  "cause" as defined
below) by Ascent,  without  the  Executive's  express  written  consent,  of his
responsibilities  as Vice President,  Business and Legal Affairs of Ascent; (II)
any change in the reporting structure set forth in Section 1(b) above; (III) any
requirement  that  Executive  perform  material  services of lesser stature than
those  typically  performed  by the senior legal  officer or general  counsel of
comparably  sized  companies in the  entertainment  industry;  (IV) a "Change of
Control Event" (as defined in Section 7(a) below);  provided that in such event,
the amounts payable to the Executive under this Section 5(a) will be contributed
to the "rabbi" trust as provided  above no later than one day before such change
of control becomes  effective,  whether or not the Executive has given notice of
termination  at such time,  and payable to the  Executive in a lump sum upon the
effectiveness  of his termination as a result of a Change in Control Event;  (V)
any other  material  default  of this  Agreement  which  continues  for ten (10)
business days  following  Ascent's  receipt of written notice from the Executive
specifying the manner in which Ascent is in default of this Agreement;  (VI) the
Board=s  requiring  Executive to be based at any office  location other than the
principal offices of Ascent, or the relocation,  without Executive=s consent, of
such  principal  offices to a location  outside the greater Denver area prior to
the second anniversary of the Effective Date; or (VII) any purported termination
of  Executive=s   employment  otherwise  than  as  expressly  permitted  by  the
Agreement.
(b) By  Ascent  at any  time  for  "cause."  For  purposes  of  this
Agreement,  Ascent shall have "cause" to terminate  the  Executive's  employment
hereunder  upon (i) the  continued  and  deliberate  failure of the Executive to
perform his  material  duties,  in a manner  substantially  consistent  with the
manner reasonably prescribed by the CEO and in accordance with the terms of this
Agreement  (other than any such failure  resulting  from his  incapacity  due to
physical or mental illness),  which failure continues for ten (10) business days
following the Executive's  receipt of written notice from the CEO specifying the
manner in which the Executive is in default of his duties,  (ii) the engaging by
the  Executive  in  intentional   serious  misconduct  that  is  materially  and
demonstrably injurious to Ascent or its reputation,  which misconduct,  if it is
reasonably capable of being cured, is not cured by the Executive within ten (10)
business days following the  Executive's  receipt of written notice from the CEO
specifying  the  serious  misconduct  engaged  in by the  Executive,  (iii)  the
conviction of the Executive of commission of a felony involving a crime of moral
turpitude,  whether or not such felony was committed in connection with Ascent's
business,  or (iv) any material breach by the Executive of Section 8 hereof.  If
Ascent shall terminate the Executive's  employment for "cause," there will be no
forfeiture, penalty, reduction or other adverse effect upon any vested rights or
interests  relating  to any Fringe  Benefits.  In such  event,  Ascent,  in full
satisfaction of all of Ascent's  obligations under this Agreement and in respect
of the  termination of the  Executive's  employment  with Ascent,  shall pay the
Executive his Base Salary,  a prorated Annual Bonus and all other  compensation,
benefits and  reimbursement  through the date of termination of his  employment,
provided  that the SARs and any other  stock  options  granted to the  Executive
under the Ascent option or any successor plan shall terminate three months after
the date of termination of his employment for "cause".
6.    Disability; Death.
(a) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive  shall be unable to perform  substantially  his duties by
reason  of  disability  or  impairment  of health  for at least six  consecutive
calendar  months,  Ascent  shall have the right to terminate  this  Agreement by
giving sixty (60) days written notice to the Executive to that effect,  but only
if at the time such  notice is given  such  disability  or  impairment  is still
continuing. Following the expiration of the notice period, the Employment Period
shall terminate, and Ascent's payment obligations to the Executive under Section
2(a) and (b) shall terminate with the payment of the Executive's Base Salary for
the month in which the Employment  Period terminates and a prorated Annual Bonus
through such month, and there will be no forfeiture, penalty, reduction or other
adverse  effect  upon any  vested  rights or  interests  relating  to any Fringe
Benefits;  provided  that the SARs and any other  stock  options  granted to the
Executive  under the Ascent option plan or any successor plan shall become fully
vested and shall terminate in accordance with their terms,  but in no event less
than one year after such termination, notwithstanding the limitations of Section
2(d) of this Agreement. In the event of a dispute as to whether the Executive is
disabled  within the  meaning of this  paragraph  (a),  or the  duration  of any
disability, either party may request a medical examination of the Executive by a
doctor  appointed  by the  Chief of  Staff  of a  hospital  selected  by  mutual
agreement of the parties, or as the parties may otherwise agree, and the written
medical  opinion of such doctor shall be conclusive and binding upon the parties
as to  whether  the  Executive  has  become  disabled  and the  date  when  such
disability  arose. The cost of any such medical  examinations  shall be borne by
Ascent.
(b) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive shall die, Ascent shall pay to the Executive's estate his
Base Salary and a prorated  Annual  Bonus  through the end of the month in which
the  Executive's  death  occurred,  at which time the  Employment  Period  shall
terminate  without  further  notice  and there will be no  forfeiture,  penalty,
reduction or other adverse  effect upon any vested rights or interests  relating
to any  Fringe  Benefits;  provided  that the SARs and any other  stock  options
granted to the  Executive  under the Ascent  option plan or any  successor  plan
shall  become  fully  vested  and  shall  terminate  one year  after the date of
termination  of  the  Executive=s  employment  for  death,  notwithstanding  the
limitations of Section 2(d) of this Agreement.
(c) Nothing  contained  in this  Section 6 shall impair or otherwise
affect any rights and interests of the Executive under any compensation  plan or
arrangement of Ascent which may be adopted by the Board.
7.    Change of Control.
(a) If, prior to the termination of the Employment Period,  there is
a "Change of Control Event" (as hereinafter  defined in this paragraph (a)), the
Executive shall have the right to exercise his Executive  Election in accordance
with Section 5(a) by giving  notice either prior to such Change of Control Event
becoming effective or up to 180 days following such Change of Control Event, but
termination  pursuant to such notice  shall not take effect in  accordance  with
Section 5(a)(IV) in any event prior to 120 days following such Change of Control
Event, provided, however, payment to the Executive shall be made as set forth in
Section  5(a)(IV).  The  expiration of such 180-day  period shall not affect the
Executive's  right to give notice  under  Section 5(a) with respect to any other
Executive  Election  Event.  A "Change of Control  Event" shall mean and include
either the occurrence of any of the following with respect to Ascent,  or any of
the following  becoming  highly  likely to occur,  in the  determination  of the
Board:  (i) the  acquisition  by any  individual,  entity or group  (within  the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act")) (a "Person") of beneficial  ownership  (within
the meaning of Rule 13d-3  promulgated under the Exchange Act) of 20% or more of
either  (A) the then  outstanding  shares of common  stock of the  Company  (the
"Outstanding Company Common Stock") or (B) the combined voting power of the then
outstanding  voting  securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting  Securities");  provided,
however, that for purposes of this clause (i), the following  acquisitions shall
not  constitute  a Change of  Control:  (1) any  acquisition  directly  from the
Company, (2) any acquisition by the Company, (3) any acquisition by any employee
benefit plan (or related  trust)  sponsored or  maintained by the Company or any
corporation  controlled by the Company or (4) any acquisition by any corporation
pursuant to a transaction which complies with clauses (1), (2) and (3) of clause
(iii) below;  or (ii)  individuals  who, as of the date hereof,  constitute  the
Board (the  "Incumbent  Board")  cease for any reason to  constitute  at least a
majority  of the  Board;  provided,  however,  that any  individual  becoming  a
director  subsequent  to the date  hereof  whose  election,  or  nomination  for
election by the  Company's  shareholders,  was  approved by a vote of at least a
majority  of  the  directors  then  comprising  the  Incumbent  Board  shall  be
considered as though such individual were a member of the Incumbent  Board,  but
excluding,  for this purpose,  any such individual  whose initial  assumption of
office  occurs  as a result of an actual or  threatened  election  contest  with
respect to the election or removal of  directors  or other actual or  threatened
solicitation  of proxies or consents by or on behalf of a Person  other than the
Board; or (iii)  Consummation of a  reorganization,  merger or  consolidation or
sale or other  disposition  of all or  substantially  all of the  assets  of the
Company  (a  "Business  Combination"),  in each  case,  unless,  following  such
Business  Combination,  (1)  all or  substantially  all of the  individuals  and
entities  who were  the  beneficial  owners,  respectively,  of the  Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
50% of,  respectively,  the then  outstanding  shares  of  common  stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors,  as the case may be, of the  corporation
resulting  from such Business  Combination  (including,  without  limitation,  a
corporation  which as a result of such  transaction  owns the  Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries)  in  substantially   the  same  proportions  as  their  ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and  Outstanding  Company  Voting  Securities,  as the case may be, (2) no
Person  (excluding any corporation  resulting from such Business  Combination or
any employee  benefit plan (or related trust) of the Company or such corporation
resulting  from  such  Business  Combination)  beneficially  owns,  directly  or
indirectly, 20% or more of, respectively,  the then outstanding shares of common
stock  of the  corporation  resulting  from  such  Business  Combination  or the
combined  voting  power  of the  then  outstanding  voting  securities  of  such
corporation  except to the  extent  that  such  ownership  existed  prior to the
Business  Combination and (3) at least a majority of the members of the board of
directors of the  corporation  resulting  from such  Business  Combination  were
members  of the  Incumbent  Board at the time of the  execution  of the  initial
agreement,  or  of  the  action  of  the  Board,  providing  for  such  Business
Combination;  or (iv) approval by the  stockholders of the Company of a complete
liquidation or dissolution of the Company.
(b)  In the  event  that  Ascent  adopts  any  "change  of  control"
provisions applicable to any Ascent benefits plans, respectively,  providing for
the accelerated vesting and/or payment of any benefits for its senior management
group,  solely to the extent that such provisions give Executive  greater rights
than those provided in paragraph (a) above,  such better  provisions shall apply
to the  Executive  to the same extent as other  Ascent  senior  executives  on a
favored  nations  basis with  respect to the  benefits  affected  by such Ascent
provisions, respectively.
8.    Non-Competition.
(a) As an inducement  for Ascent to enter into this  Agreement,  the
Executive  agrees  that for a period  commencing  as of the  Effective  Date and
running  through  the  earlier  of (i) the end of the  Employment  Period if the
Executive  remains employed by Ascent for the entire  Employment  Period or (ii)
one year  following  termination  of the  Executive's  employment  by Ascent for
"cause" as defined in Section 5(b) hereof,  or by the  Executive  for any reason
(other than an Executive  Election  Event,  in which case the provisions of this
paragraph  (a) shall not apply) (the  "Non-Competition  Period"),  the Executive
shall  not,  without  the  prior  written  consent  of  the  Board,   engage  or
participate,  directly or indirectly, as principal,  agent, employee,  employer,
consultant, stockholder, partner or in any other individual capacity whatsoever,
in the conduct or management of, or own any stock or any other equity investment
in or debt of, any business which is competitive with any business  conducted by
Ascent.
For the purpose of this Agreement, a business shall be considered to
be  competitive  with any business of Ascent only if such business is engaged in
providing  services or products (i) substantially  similar to (A) any service or
product  currently  provided by Ascent  during the  Employment  Period;  (B) any
service  or  product  which  directly  evolves  from or  directly  results  from
enhancements  in the ordinary  course during the  Non-Competition  Period to the
services  or  products  provided  by Ascent as of the date  hereof or during the
Employment  Period;  or (C) any future  service or product of Ascent as to which
the Executive  materially and  substantially  participated in the development or
enhancement,  and (ii) to customers,  distributors  or clients  served by Ascent
during the Non-Competition Period.
(b)  Non-Solicitation  of  Employees.   During  the  Non-Competition
Period,  the  Executive  will not (for his own benefit or for the benefit of any
person or entity  other  than  Ascent)  solicit,  or assist any person or entity
other than Ascent to  solicit,  any  officer,  director,  executive  or employee
(other than an  administrative  or clerical  employee) of Ascent to leave his or
her employment.
(c) Reasonableness;  Interpretation.  The Executive acknowledges and
agrees,  solely for purposes of determining the enforceability of this Section 8
(and not for  purposes  of  determining  the amount of money  damages or for any
other  reason),  that  (i)  the  markets  served  by  Ascent  are  national  and
international  and are not  dependent  on the  geographic  location of executive
personnel or the  businesses by which they are employed;  (ii) the length of the
Non-Competition  Period is linked to the term of the  Employment  Period and the
severance  benefit  provided for in Section 5(a); and (iii) the above  covenants
are reasonable as an inducement to Ascent to enter into this Agreement,  and the
parties  expressly  agree  that  such  restrictions  have  been  designed  to be
reasonable and no greater than is required for the protection of Ascent.  In the
event that the  covenants in this Section 8 shall be  determined by any court of
competent  jurisdiction  in any  action to be  unenforceable  by reason of their
extending for too great a period of time or over too great a  geographical  area
or by reason of their being too  extensive in any other  respect,  they shall be
interpreted to extend only over the maximum period of time for which they may be
enforceable,  and/or over the maximum  geographical area as to which they may be
enforceable  and/or to the maximum extent in all other respects as to which they
may be enforceable, all as determined by such court in such action.
(d)  Investment.  Nothing  in this  Agreement  shall  be  deemed  to
prohibit  the  Executive   from  owning  equity  or  debt   investments  in  any
corporation,  partnership  or other  entity  which is  competitive  with Ascent,
provided that such  investments (i) are passive  investments and constitute five
percent (5%) or less of the outstanding  equity securities of such an entity the
equity securities of which are traded on a national securities exchange or other
public market, or (ii) are approved by the Board.
9. Indemnification;  Liability Insurance.  The Executive shall be entitled
to indemnification  and coverage under Ascent's  liability  insurance policy for
directors  and officers to the same extent as other  officers of Ascent.  During
and after the term of  employment,  Ascent  hereby  agrees to indemnify and hold
Executive harmless against any and all claims arising from or in connection with
his employment by or service to Ascent to the full extent  permitted by law and,
in  connection  therewith,  to advance  the  expenses of  Executive  incurred in
defending  against such claims  subject to such  limitations  as may actually be
required by law.
10. Enforcement. The Executive acknowledges that a breach of the covenants
or  provisions  contained  in Sections 3, 4 and 8 of this  Agreement  will cause
irreparable  damage to Ascent,  the exact  amount of which will be  difficult to
ascertain,  and that the remedies at law for any such breach will be inadequate.
Accordingly, the Executive agrees that if the Executive breaches or threatens to
breach any of the  covenants or  provisions  contained in Sections 3, 4 and 8 of
this Agreement, in addition to any other remedy which may be available at law or
in equity,  Ascent shall be entitled to seek specific performance and injunctive
relief.
11.   Arbitration.
(a) Subject to Ascent's right to enforce  Sections 3, 4 and 8 hereof
by an  injunction  issued by a court  having  jurisdiction  (which  right  shall
prevail  over and  supersede  the  provisions  of this  Section 11), any dispute
relating to this  Agreement,  including the  enforceability  of this Section 11,
arising  between the Executive and Ascent shall be settled by arbitration  which
shall be  conducted  in  Denver,  Colorado,  or any  other  location  where  the
Executive  then  resides at  Ascent's  request,  before a single  arbitrator  in
accordance  with the commercial  arbitration  rules of the American  Arbitration
Association ("AAA").  Within 90 days after the Effective Date, the parties shall
mutually agree upon three possible arbitrators, one of whom shall be selected by
the AAA within 2 days  after  notice of a dispute  to be  arbitrated  under this
Section 11. The parties  shall  instruct the  arbitrator  to use his or her best
efforts to conclude the  arbitration  within 60 days after notice of the dispute
to AAA.
(b) The award of any such arbitrator  shall be final.  Judgment upon
such award may be entered by the prevailing  party in any federal or state court
sitting in Denver,  Colorado  or any other  location  where the  Executive  then
resides at Ascent's request.
(c)  The  parties  will  bear  their  own  costs   associated   with
arbitration and will each pay one-half of the arbitration costs and fees of AAA;
however,  the arbitrator may in his sole discretion  determine that the costs of
the arbitration  proceedings,  including attorneys= fees, shall be paid entirely
by one party to the  arbitration  if the  arbitrator  determines  that the other
party is the prevailing party in such arbitration.
12.   Indemnification and Gross-up for Excise Taxes.

      (a) The Company hereby  indemnifies  the Executive and holds the Executive
harmless  from  and  against  any  and  all  liabilities,   costs  and  expenses
(including,  without  limitation,  reasonable  attorneys'  fees and  costs)  the
Executive may incur as a result of the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") or any similar  provision
of  state or  local  income  tax law  (the  "Excise  Tax"),  to the end that the
Executive  shall be placed in the same tax position with respect to all payments
under this Agreement and all other payments from the Company to the Executive in
the nature of compensation as the Executive would have been in if the Excise Tax
had never been enacted.  In  furtherance  of such  indemnification,  the Company
shall pay to the Executive a payment (the "Gross-Up  Payment") in an amount such
that,  after payment by the Executive of all taxes,  including  income taxes and
the Excise Tax imposed on the  Gross-Up  Payment and any  interest or  penalties
(other than interest and penalties imposed by reason of the Executive's  failure
to file timely tax returns or to pay taxes shown due on such returns and any tax
liability,  including interest and penalties, unrelated to the Excise Tax or the
Gross-Up  Amount),  the Executive  shall be placed in the same tax position with
respect to all payments  under this  Agreement  and all other  payments from the
Company to the Executive in the nature of  compensation  as the Executive  would
have been in if the  Excise Tax had never  been  enacted.  At such time or times
necessary  to  carry  out  the  purposes  of  this  Section  12 in  view  of the
withholding requirement of Section 4999(c)(1) of the Code, but in no event later
than December 31 of each year in which the Executive receives a payment from the
Company under this Agreement or in the nature of compensation, the Company shall
pay to the Executive one or more Gross-Up  Payments for all payments  under this
Agreement and any other payments in the nature of compensation which the Company
determines are "excess parachute  payments" under Section 280G(b)(1) of the Code
("Excess  Parachute  Payments").  If,  through a  determination  of the Internal
Revenue Service or any state or local taxing  authority (a "Taxing  Authority"),
or a judgment of any court, the Executive becomes liable for an amount of Excise
Tax not  covered by the  Gross-Up  Payment  payable  pursuant  to the  preceding
sentence,  the Company shall pay the Executive an additional Gross-up Payment to
make the Executive  whole for such  additional  Excise Tax;  provided,  however,
that,  pursuant to Section  12, the Company  shall have the right to require the
Executive to protest, contest, or appeal any such determination or judgment. For
purposes  of this  Section  12, any amount  which the  Company  is  required  to
withhold under Sections 3402 or 4999 of the Code or under any other provision of
law shall be deemed to have been paid to the Executive.

      (b) Upon payment to the Executive of a Gross-Up Payment, the Company shall
provide the Executive with a written statement showing the Company's computation
of such  Gross-Up  Payment and the Excess  Parachute  Payments and Excise Tax to
which it relates, and setting forth the Company's determination of the amount of
gross income the Executive is required to recognize as a result of such payments
and the Executive's  liability for the Excise Tax. The Executive shall cause the
Executive's federal, state, and local income tax returns for the period in which
the  Executive  receives  such  Gross-Up  Payment  to be  prepared  and filed in
accordance  with such  statement,  and upon such  filing,  the  Executive  shall
certify in writing to the Company  that such  returns  have been so prepared and
filed. At the Executive's  request,  the Company shall furnish to the Executive,
at no cost to the Executive,  assistance in preparing the  Executive's  federal,
state,  and local  income  tax  returns  for the  period in which the  Executive
receives   such   Gross-Up   Payment   in   accordance   with  such   statement.
Notwithstanding  the  provisions  of Section  12(a),  the  Company  shall not be
obligated to indemnify the Executive from and against any tax liability, cost or
expense  (including,  without  limitation,  any  liability for the Excise Tax or
attorney's  fees or costs) to the extent such tax liability,  cost or expense is
attributable  to the  Executive's  failure to comply with the  provisions of the
Section 12(b).

      (c) If any controversy arises between the Executive and a Taxing Authority
with respect to the  treatment on any return of the Gross-Up  Amount,  or of any
payment the Executive  receives from the Company as an Excess Parachute Payment,
or with respect to any return which a Taxing  Authority  asserts  should show an
Excess Parachute Payment,  including,  without limitation, any audit, protest to
an appeals authority of a Taxing Authority or litigation (a "Controversy"),  the
Company shall have the right,  solely with respect to a  Controversy,  to direct
the  Executive  to protest or contest any  proposed  adjustment  or  deficiency,
initiate an appeals procedure with any Taxing  Authority,  commence any judicial
proceeding,  make any settlement  agreement,  or file a claim for refund of tax,
and the  Executive  shall not take any of such steps  without the prior  written
approval  of  the  Company.  If the  Company  elects,  the  Executive  shall  be
represented  in any  Controversy by attorneys,  accountants,  and other advisors
selected by the Company,  and the Company shall pay the fees, costs and expenses
of such attorneys, accountants, or advisors, and any tax liability the Executive
may incur as a result of such payment.  The Executive  shall promptly notify the
Company of any communication  with a Taxing  Authority,  and the Executive shall
promptly furnish to the Company copies of any written  correspondence,  notices,
or documents  received from a Taxing  Authority  relating to a Controversy.  The
Executive  shall  cooperate  fully  with  the  Company  in the  handling  of any
Controversy  by  furnishing  to the Company  any  information  or  documentation
relating  to or  bearing  upon  the  Controversy;  provided,  however,  that the
Executive shall not be obligated to furnish to the Company copies of any portion
of the  Executive's tax returns which do not bear upon, and are not affected by,
the Controversy.

      (d) The  Executive  shall pay over to the  Company,  within  ten (10) days
after the Executive's  receipt thereof,  any refund the Executive  receives from
any Taxing Authority of all or any portion of the Gross-Up Payment or the Excise
Tax,  together  with any  interest  the  Executive  receives  from  such  Taxing
Authority on such refund. For purposes of this Section 12(d), a reduction in the
Executive's tax liability  attributable to the previous  payment of the Gross-Up
Amount or the Excise Tax shall be deemed to be a refund.  If the Executive would
have  received  a refund of all or any  portion of the  Gross-Up  Payment or the
Excise  Tax,  except the a Taxing  Authority  offset  the amount of such  refund
against other tax liabilities,  interest, or penalties,  the Executive shall pay
the  amount of such  offset  over to the  Company  together  with the  amount of
interest the Executive  would have  received  from the Taxing  Authority if such
offset had been an actual  refund,  within ten (10) days after receipt of notice
from the Taxing Authority of such offset.
13. Severability.  Should any provision of this Agreement be determined to
be  unenforceable  or prohibited by any applicable  law, such provision shall be
ineffective to the extent, and only to the extent, of such  unenforceability  or
prohibition  without  invalidating  the balance of such  provision  or any other
provision of this Agreement, and any such unenforceability or prohibition in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.
14.  Assignment.   The  Executive's  rights  and  obligations  under  this
Agreement  shall  not  be  assignable  by the  Executive.  Ascent's  rights  and
obligations  under this  Agreement  shall not be  assignable by Ascent except as
incident to the transfer, by merger or otherwise, of all or substantially all of
the  business  of Ascent.  In the event of any such  assignment  by Ascent,  all
rights of Ascent hereunder shall inure to the benefit of the assignee.
15. Notices.  All notices and other  communications  which are required or
may be given  under this  Agreement  shall be in writing  and shall be deemed to
have been duly given when received if personally delivered;  when transmitted if
transmitted by telecopy,  electronic or digital  transmission  method,  provided
that in such case it shall also be sent by certified or registered mail,  return
receipt requested;  the day after it is sent, if sent for next day delivery to a
domestic  address  by  recognized  overnight  delivery  service  (e.g.,  Federal
Express);  and upon  receipt,  if sent by certified or registered  mail,  return
receipt requested. Unless otherwise changed by notice, in each case notice shall
be sent to:
If to Executive, addressed to:
Arthur M. Aaron
5911 E. Crestline Dr.
Greenwood Village, Colorado 80111
If to Ascent, addressed to:
Ascent Entertainment Group, Inc.
1200 Seventeenth Street
Denver, Colorado 80202
Attention: James A. Cronin, III
Telecopier No. (303) 595-0823
With a copy to:
Ascent Entertainment Group
1200 Seventeenth Street
Denver, Colorado 80202
Attention: Assistant General Counsel
Telecopier No. (303) 595-0127
16. Miscellaneous.  This Agreement  constitutes the entire agreement,  and
supersedes all prior  agreements,  of the parties hereto relating to the subject
matter hereof, and there are no written or oral terms or representations made by
either  party  other than those  contained  herein.  No  amendment,  supplement,
modification  or waiver of this Agreement  shall be binding  unless  executed in
writing  by  the  party  to be  bound  thereby.  The  validity,  interpretation,
performance  and  enforcement of the Agreement  shall be governed by the laws of
the State of Colorado.  The headings contained herein are for reference purposes
only and shall not in any way affect the
meaning or interpretation of this Agreement.
IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.
/s/   Arthur M. Aaron
Arthur M. Aaron, Executive
ASCENT ENTERTAINMENT GROUP, INC.
By:   /s/ James A Cronin, III
Title: Executive Vice President,
                                    Chief Financial Officer and Chief
                                        Operating Officer
EXHIBIT 10.4

                        EMPLOYMENT AGREEMENT
This   AGREEMENT  made  as  of  June  27,  1997,  by  and  between  Ascent
Entertainment Group, Inc., a Delaware  corporation  ("Ascent" or the "Company"),
and David A. Holden, a resident of the State of Colorado(the "Executive").
WHEREAS,  effective  on June 27, 1997 (the  "Distribution  Date"),  COMSAT
Corporation  ("COMSAT")  distributed its remaining  80.67% interest in Ascent to
COMSAT's shareholders; and
WHEREAS, Ascent desires to employ the Executive as Vice President, Finance
and Controller of Ascent,  and the Executive  desires to accept such employment,
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
made herein, and intending to be legally bound hereby,  Ascent and the Executive
agree as follows:
1.    Employment; Duties.
(a) Employment and Employment Period.  Ascent shall employ the
Executive to serve as Vice  President,  Finance and  Controller of Ascent or its
successor entity for a period (the "Employment  Period")  commencing on June 27,
1997 (the "Effective  Date") and continuing  thereafter for a term of five years
until June 27, 2002 unless  terminated in accordance with the provisions of this
Agreement.  Each 12 month period ending on the anniversary date of the Effective
Date is sometimes referred to herein as a "year of the Employment Period."
(b) Offices, Duties and Responsibilities. The Executive shall report
directly to the Chief Financial  Officer of Ascent (the "CFO").  The Executive's
offices  initially  shall be located at the  Company=s  headquarters,  which are
presently located in Denver,  Colorado.  The Executive shall have all duties and
authority  customarily accorded the principal accounting officer and controller,
and such other duties as determined by the CFO from time to time.
(c) Devotion to Interests of Ascent.  During the Employment  Period,
the Executive  shall render his business  services  solely in the performance of
his duties  hereunder.  The Executive  shall use his best efforts to promote the
interests and welfare of Ascent.  Notwithstanding  the foregoing,  the Executive
shall be  entitled to  undertake  such  outside  activities  (e.g.,  charitable,
educational,  personal interests,  board of directors membership,  and so forth,
that do not  compete  with the  business  of  Ascent as do not  unreasonably  or
materially  interfere with the performance of his duties hereunder as reasonably
determined by the CEO in consultation with the Executive.
2.    Compensation and Fringe Benefits.
(a)   Base Compensation.  Ascent shall pay the
Executive a base salary ("Base  Salary") at the rate of $150,000 per
year  during  the  Employment  Period  with  payments  made in  installments  in
accordance with Ascent's regular practice for compensating  executive personnel,
provided that in no event shall such payments be made less frequently than twice
per month.  The Base Salary for the Executive shall be reviewed each year during
the Employment Period commencing the second year of the Employment  Period.  Any
Base Salary increases shall be approved by the Board in its sole discretion.
(b) Bonus  Compensation.  The Executive  will be eligible to receive
bonuses  ("Annual  Bonus") during the Employment  Period in accordance  with the
following  parameters:  (i) the target bonus for each year during the Employment
Period  shall be 35% of Base Salary for  achieving  100% of the target level for
the performance measures; and (ii) the performance measures, the relative weight
to be  accorded  each  performance  measure  and the amount of bonus  payable in
relation to the target bonus for achieving  more or less than 100% of the target
level for the performance  measures shall be determined for each year during the
Employment Period by the Compensation  Committee after consultation with the CFO
and the Executive.
(c)  Fringe  Benefits.  The  Executive  also  shall be  entitled  to
participate in group health,  dental and disability insurance programs,  and any
group profit  sharing,  deferred  compensation,  supplemental  life insurance or
other  benefit  plans as are  generally  made  available by Ascent to the senior
executives of Ascent on a favored  nations  basis.  Such benefits  shall include
reimbursement  of documented  expenses  reasonably  incurred in connection  with
travel and entertainment  related to Ascent's business and affairs,  which shall
be deemed to include expenses related to Executive's membership in a Denver area
country  club on  substantially  the same  basis as paid by  Ascent  on the date
hereof.  All benefits described in the foregoing sentence that are reportable as
earned or  unearned  income will be Agrossed  up@ by Ascent in  connection  with
federal and state tax obligations to provide  Executive with appropriate net tax
coverage so that the  benefits  received  by the  Executive  from the  foregoing
sentence shall be net of income and employment  taxes thereon.  Ascent  reserves
the right to modify or terminate from time to time the fringe benefits  provided
to the senior  management  group,  provided that the fringe benefits provided to
the  Executive  shall not be  materially  reduced on an overall basis during the
Employment Period.
(d) Stock Appreciation Rights.  Ascent hereby grants to Executive as
of the Effective Date stock appreciation  rights ("SARs"),  exercisable only for
cash,  with respect to 50,000 shares of Ascent's  common stock,  par value $0.01
per share, each such SAR exercisable at the per-share price equal to the average
of the high and low sale  prices of the Common  Stock on the five  trading  days
commencing on the Distribution  Date (the "Exercise  Price").  The SARs shall be
exercisable by Executive according to the following schedule:
(i)   2,500 SARs on or after June 27, 1997;
(ii) an additional 2,500 SARs on or after April 1, 1998;
(iii) an additional 10,000 SARs on or after June 27,
1998;

                  (iv) an additional 5,000 SARs on or after April 1, 1999;
(v) an additional 10,000 SARs on or after June 27,
1999; and
(vi) an additional 20,000 SARs on or after June 27,
2000.

            Notwithstanding  the foregoing,  100% of the SARs shall  immediately
vest and become  immediately  exercisable,  without  any  further  action by the
Executive,  upon the  occurrence of any "Change of Control  Event" as defined in
Section 7(a) below, or upon the occurrence of any event that results in Ascent=s
Common  Stock no  longer  being  traded on any of the New York  Stock  Exchange,
American Stock Exchange or NASDAQ  National  Market System  (including,  without
limitation,  as a result  of any  so-called  "going  private"  transaction  with
Ascent).   Such  SARs  shall  be  represented  by  a  SAR  agreement  containing
appropriate terms consistent with the provisions of this Agreement. The SARs, to
the extent they remain  unexercised,  shall  automatically  and without  further
notice  terminate  and become of no further force and effect only at the time of
the earliest of the following to occur:
(x) Three months after the date upon which a  termination  for
cause by Ascent (as provided in Section  5(b)) shall have become  effective  and
final; or
(y)   December 18, 2005.
In  the   event   of  any   stock   split,   stock   dividend,   spin-off,
reclassification,    recapitalization,   merger,   consolidation,   subdivision,
combination  or other change which  affects the  character or amount of Ascent's
common  stock  after  the  Effective  Date  and  prior  to the  exercise  and/or
expiration  of all of the SARs,  the  number  and  exercise  price of and/or the
formula for determining the value of such unissued or unexercised  SARs shall be
adjusted in order to make such SARs, as nearly as may be practicable, equivalent
in nature  and value to the SARs that  would have  existed  had such  change not
taken place. In addition,  if Ascent adopts a stock-based incentive plan that in
Executive's sole judgment provides for any term(s) more favorable to the grantee
than any term(s) set forth above,  Executive  will be entitled to the benefit of
such more favorable term(s) with respect to the SARs, other than with respect to
the vesting schedule thereof, but in no event will any term(s) applicable to the
SARs be less favorable to Executive than those set forth above.
During the Employment  Period,  the Executive shall be granted  additional
stock-based  incentives as determined by the Compensation  Committee in its sole
discretion. Notwithstanding any other provision of this Agreement except Section
5(b),  the  Compensation  Committee  may  in its  discretion  provide  that  any
stock-based  incentives  granted to the Executive which have not vested prior to
his  termination of employment  shall continue to vest in accordance  with their
original terms as if the Executive's employment had not terminated.

                  (e)  Conflicting  Provisions.  Solely  to  the  extent  of any
conflict  between the  provisions of this  Agreement  and the  provisions of any
agreement  between  Executive,  on the one hand,  and  Ascent  and/or any of its
affiliated  or related  entities,  on the other hand,  relating  to  stock-based
incentives  (including the SARs), life insurance,  health  insurance,  any other
employee equity  participation,  profit sharing or retirement plan, group health
plan or other  employee  benefits  (individually  and  collectively  referred to
herein as the "Fringe Benefits"), the provisions of this Agreement will control.
3.    Trade Secrets; Return of Documents and Property.
(a) Executive  acknowledges that during the course of his employment
he  will  receive  secret,  confidential  and  proprietary  information  ("Trade
Secrets") of Ascent and of other  companies with which Ascent does business on a
confidential  basis and that Executive will create and develop Trade Secrets for
the benefit of Ascent.  Trade Secrets shall  include,  without  limitation,  (a)
literary, dramatic or other works, screenplays,  stories, adaptations,  scripts,
treatments, formats, "bibles," scenarios, characters, titles of any kind and any
rights therein,  custom  databases,  "know-how,"  formulae,  secret processes or
machines,  inventions,   computer  programs  (including  documentation  of  such
programs)  (collectively,  ATechnical  Trade  Secrets@),  and (b)  matters  of a
business nature, such as customer data and proprietary  information about costs,
profits,  markets and sales,  customer  databases,  and other  information  of a
similar  nature to the extent not available to the public,  and plans for future
development   (collectively,   ABusiness  Trade  Secrets@).  All  Trade  Secrets
disclosed  to or  created  by  Executive  shall be  deemed  to be the  exclusive
property of Ascent (as the context may  require).  Executive  acknowledges  that
Trade Secrets have  economic  value to Ascent due to the fact that Trade Secrets
are not generally known to the public or the trade and that the unauthorized use
or disclosure of Trade Secrets is likely to be  detrimental  to the interests of
Ascent  and its  subsidiaries.  Executive  therefore  agrees  to hold in  strict
confidence  and not to disclose to any third party any Trade Secret  acquired or
created or developed by Executive  during the term of this Agreement  except (i)
when  Executive  is required to use or disclose  any Trade  Secret in the proper
course of the Executive's  rendition of services to Ascent hereunder,  (ii) when
such Trade Secret becomes public  knowledge  other than through a breach of this
Agreement,  or (iii) when  Executive  is required to disclose  any Trade  Secret
pursuant  to any  valid  court  order in which the  Executive  is  compelled  to
disclose such Trade Secret. The Executive shall notify Ascent immediately of any
such court order in order to enable Ascent to contest such order's validity. For
a period of two (2) years after  termination  of the  Employment  Period for all
Business  Trade Secrets and for a period of five (5) years after  termination of
the Employment  Period for all Technical Trade Secrets,  the Executive shall not
use or otherwise  disclose  Trade Secrets  unless such  information  (x) becomes
public  knowledge or is generally known in the  entertainment or sports industry
among executives comparable to the Executive other than through a breach of this
Agreement, (y) is disclosed to the Executive by a third party who is entitled to
receive and  disclose  such Trade  Secret,  or (z) is  required to be  disclosed
pursuant to any valid court  order,  in which case the  Executive  shall  notify
Ascent  immediately of any such court order in order to enable Ascent to contest
such order's validity.
(b) Upon the effective date of notice of the Executive's or Ascent's
election to terminate this Agreement, or at any time upon the request of Ascent,
the Executive (or his heirs or personal representatives) shall deliver to Ascent
(i) all  documents  and  materials  containing  or  otherwise  relating to Trade
Secrets or other information relating to Ascent's business and affairs, and (ii)
all documents, materials and other property belonging to Ascent, which in either
case are in the  possession  or under the control of the Executive (or his heirs
or  personal  representatives).  The  Executive  shall be  entitled  to keep his
personal records relating to Ascent's  business and affairs except to the extent
those  contain  documents  or  materials  described in clause (i) or (ii) of the
preceding  sentence,  in which case Executive may retain copies for his personal
and confidential use.
4.  Discoveries and Works.  All discoveries and works made or conceived by
the  Executive  during his  employment  by Ascent  pursuant  to this  Agreement,
jointly or with others,  that relate to Ascent's  activities  ("Discoveries  and
Works") shall be owned by Ascent.  Discoveries and Works shall include,  without
limitation,   literary,   dramatic  or  other   works,   screenplays,   stories,
adaptations,  scripts,  treatments,  formats,  "bibles," scenarios,  characters,
titles  of  any  kind  and  any  rights  therein,  other  works  of  authorship,
inventions,  computer  programs  (including  documentation  of  such  programs),
technical improvements, processes and drawings. The Executive shall (i) promptly
notify,  make  full  disclosure  to,  and  execute  and  deliver  any  documents
reasonably  requested  by,  Ascent to  evidence or better  assure  title to such
Discoveries and Works in Ascent,  (ii) assist Ascent in obtaining or maintaining
for itself at its own expense United States and foreign copyrights, trade secret
protection or other  protection of any and all such  Discoveries and Works,  and
(iii) promptly  execute,  whether during his employment by Ascent or thereafter,
all  applications  or other  endorsements  necessary or  appropriate to maintain
copyright  and other rights for Ascent and to protect their title  thereto.  Any
Discoveries  and Works  which,  within sixty days after the  termination  of the
Executive's employment by Ascent, are made, disclosed,  reduced to a tangible or
written form or  description,  or are reduced to practice by the  Executive  and
which  pertain to work  performed by the Executive  while with Ascent shall,  as
between  the  Executive  and  Ascent,  be  presumed to have been made during the
Executive's employment by Ascent.
5.    Termination.  This Agreement shall remain in effect during
the Employment Period, and this Agreement and Executive's employment with
Ascent may be terminated only as follows:
(a) By the  Executive  (an  "Executive  Election")  at any time upon
sixty (60) days advance  written  notice to Ascent upon an  "Executive  Election
Event" (as defined  below).  In such event or if the  Executive's  employment is
terminated  by Ascent  without  "cause"  (as  defined  below),  there will be no
forfeiture,  penalty,  reduction  or other  adverse  effect  upon any  rights or
interests relating to any Fringe Benefits,  including,  without limitation,  the
SARs and any other stock-based incentives,  all of which will fully vest, to the
extent  not  previously  vested,  immediately  upon  such  termination  becoming
effective  and  final.  Without  limiting  the  foregoing,  in the  event  of an
Executive  Election  or if the  Executive's  employment  is  terminated  without
"cause,"  the  Executive  shall be entitled to receive  the  following  benefits
through  the longer of (x) the  remainder  of the  Employment  Period as if this
Agreement  had  remained in effect  until the end of such  five-year  Employment
Period and (y) one year  following the date of such  termination  (the "Duration
Period"):  (i) his then  current  Base  Salary;  (ii) an Annual  Bonus  equal to
thirty-five  percent (35%) of his then current Base Salary;  and (iii) all other
benefits  provided  pursuant to  Sections  2(c) and (d) of this  Agreement.  The
Executive shall have no obligation to seek other  employment in the event of his
termination pursuant to this paragraph (a), and there shall be no offset against
amounts due the Executive  under this  Agreement on account of any  remuneration
attributable to any subsequent  employment that he may obtain. Ascent shall have
the option at any time during the Duration  Period to pay to the  Executive in a
lump sum the amounts remaining under clauses (i) and (ii) of this paragraph (a).
If Ascent  exercises  such  option,  Ascent  shall have no further  compensation
payment  obligations  under clauses (i) and (ii) above.  Upon any termination of
the  Executive's  employment  under this Section 5(a),  Ascent shall establish a
"rabbi"  trust,  i.e.,  a trust  for  the  benefit  of the  Executive  which  is
irrevocable  by Ascent,  but whose assets will be available to Ascent's  general
creditors  upon  Ascent's  insolvency,  with  terms  and  provisions  reasonably
acceptable to the Executive,  and shall contribute to such trust an amount equal
to the sum of all  payments  to be  made  to the  Executive  by  reason  of such
termination of employment,  including, but not limited to, the amounts set forth
in Sections  5(a)(i),  (ii) and (iii),  and the amount which the Executive would
receive if he exercised all of his SARs and  stock-based  incentives on the date
of his  termination  of  employment.  Ascent shall at all times remain liable to
carry out its  obligations  under this  Agreement,  but such  obligations may be
satisfied with the assets of such trust distributed pursuant to the terms of the
trust, and any such  distribution  shall reduce Ascent's  obligations under this
Agreement.  In all  circumstances of termination under this Section 5(a), Ascent
shall   remain    obligated    under   clause   (iii)   and   all    stock-based
incentives(including  the SARs) will remain  exercisable  for the maximum period
provided in each applicable grant.
An "Executive Election Event" shall be any of the following: (I) any
substantial  reduction  (except  in  connection  with  the  termination  of  his
employment  voluntarily  by the  Executive  or by Ascent for  "cause" as defined
below) by Ascent,  without  the  Executive's  express  written  consent,  of his
responsibilities  as Vice President,  Finance and Controller of Ascent; (II) any
change in the  reporting  structure  set forth in Section 1(b) above;  (III) any
requirement  that  Executive  perform  material  services of lesser stature than
those typically performed by the principal  accounting officer and controller of
comparably  sized  companies in the  entertainment  industry;  (IV) a "Change of
Control Event" (as defined in Section 7(a) below);  provided that in such event,
the amounts payable to the Executive under this Section 5(a) will be contributed
to the "rabbi" trust as provided  above no later than one day before such change
of control becomes  effective,  whether or not the Executive has given notice of
termination  at such time,  and payable to the  Executive in a lump sum upon the
effectiveness  of his termination as a result of a Change in Control Event;  (V)
any other  material  default  of this  Agreement  which  continues  for ten (10)
business days  following  Ascent's  receipt of written notice from the Executive
specifying the manner in which Ascent is in default of this Agreement;  (VI) the
Board=s  requiring  Executive to be based at any office  location other than the
principal offices of Ascent, or the relocation,  without Executive=s consent, of
such  principal  offices to a location  outside the greater Denver area prior to
the second anniversary of the Effective Date; or (VII) any purported termination
of  Executive=s   employment  otherwise  than  as  expressly  permitted  by  the
Agreement.
(b) By  Ascent  at any  time  for  "cause."  For  purposes  of  this
Agreement,  Ascent shall have "cause" to terminate  the  Executive's  employment
hereunder  upon (i) the  continued  and  deliberate  failure of the Executive to
perform his  material  duties,  in a manner  substantially  consistent  with the
manner reasonably prescribed by the CFO and in accordance with the terms of this
Agreement  (other than any such failure  resulting  from his  incapacity  due to
physical or mental illness),  which failure continues for ten (10) business days
following the Executive's  receipt of written notice from the CFO specifying the
manner in which the Executive is in default of his duties,  (ii) the engaging by
the  Executive  in  intentional   serious  misconduct  that  is  materially  and
demonstrably injurious to Ascent or its reputation,  which misconduct,  if it is
reasonably capable of being cured, is not cured by the Executive within ten (10)
business days following the  Executive's  receipt of written notice from the CFO
specifying  the  serious  misconduct  engaged  in by the  Executive,  (iii)  the
conviction of the Executive of commission of a felony involving a crime of moral
turpitude,  whether or not such felony was committed in connection with Ascent's
business,  or (iv) any material breach by the Executive of Section 8 hereof.  If
Ascent shall terminate the Executive's  employment for "cause," there will be no
forfeiture, penalty, reduction or other adverse effect upon any vested rights or
interests  relating  to any Fringe  Benefits.  In such  event,  Ascent,  in full
satisfaction of all of Ascent's  obligations under this Agreement and in respect
of the  termination of the  Executive's  employment  with Ascent,  shall pay the
Executive his Base Salary,  a prorated Annual Bonus and all other  compensation,
benefits and  reimbursement  through the date of termination of his  employment,
provided  that the SARs and any other  stock  options  granted to the  Executive
under the Ascent option or any successor plan shall terminate three months after
the date of termination of his employment for "cause".
6.    Disability; Death.
(a) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive  shall be unable to perform  substantially  his duties by
reason  of  disability  or  impairment  of health  for at least six  consecutive
calendar  months,  Ascent  shall have the right to terminate  this  Agreement by
giving sixty (60) days written notice to the Executive to that effect,  but only
if at the time such  notice is given  such  disability  or  impairment  is still
continuing. Following the expiration of the notice period, the Employment Period
shall terminate, and Ascent's payment obligations to the Executive under Section
2(a) and (b) shall terminate with the payment of the Executive's Base Salary for
the month in which the Employment  Period terminates and a prorated Annual Bonus
through such month, and there will be no forfeiture, penalty, reduction or other
adverse  effect  upon any  vested  rights or  interests  relating  to any Fringe
Benefits;  provided  that the SARs and any other  stock  options  granted to the
Executive  under the Ascent option plan or any successor plan shall become fully
vested and shall terminate in accordance with their terms,  but in no event less
than one year after such termination, notwithstanding the limitations of Section
2(d) of this Agreement. In the event of a dispute as to whether the Executive is
disabled  within the  meaning of this  paragraph  (a),  or the  duration  of any
disability, either party may request a medical examination of the Executive by a
doctor  appointed  by the  Chief of  Staff  of a  hospital  selected  by  mutual
agreement of the parties, or as the parties may otherwise agree, and the written
medical  opinion of such doctor shall be conclusive and binding upon the parties
as to  whether  the  Executive  has  become  disabled  and the  date  when  such
disability  arose. The cost of any such medical  examinations  shall be borne by
Ascent.
(b) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive shall die, Ascent shall pay to the Executive's estate his
Base Salary and a prorated  Annual  Bonus  through the end of the month in which
the  Executive's  death  occurred,  at which time the  Employment  Period  shall
terminate  without  further  notice  and there will be no  forfeiture,  penalty,
reduction or other adverse  effect upon any vested rights or interests  relating
to any  Fringe  Benefits;  provided  that the SARs and any other  stock  options
granted to the  Executive  under the Ascent  option plan or any  successor  plan
shall  become  fully  vested  and  shall  terminate  one year  after the date of
termination  of  the  Executive=s  employment  for  death,  notwithstanding  the
limitations of Section 2(d) of this Agreement.
(c) Nothing  contained  in this  Section 6 shall impair or otherwise
affect any rights and interests of the Executive under any compensation  plan or
arrangement of Ascent which may be adopted by the Board.
7.    Change of Control.
(a) If, prior to the termination of the Employment Period,  there is
a "Change of Control Event" (as hereinafter  defined in this paragraph (a)), the
Executive shall have the right to exercise his Executive  Election in accordance
with Section  5(a)(IV) by giving  notice  either prior to such Change of Control
Event  becoming  effective  or up to 180 days  following  such Change of Control
Event,  but  termination  pursuant  to such  notice  shall  not take  effect  in
accordance  with  Section  5(a) in any event  prior to 120 days  following  such
Change of Control Event,  however  payment to the Executive shall be made as set
forth in Section  5(a)(IV).  The  expiration  of such  180-day  period shall not
affect the  Executive's  right to give notice under Section 5(a) with respect to
any other  Executive  Election Event. A "Change of Control Event" shall mean and
include either the occurrence of any of the following with respect to Ascent, or
any of the following  becoming highly likely to occur, in the  determination  of
the Board:  (i) the acquisition by any  individual,  entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act")) (a "Person") of beneficial  ownership  (within
the meaning of Rule 13d-3  promulgated under the Exchange Act) of 20% or more of
either  (A) the then  outstanding  shares of common  stock of the  Company  (the
"Outstanding Company Common Stock") or (B) the combined voting power of the then
outstanding  voting  securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting  Securities");  provided,
however, that for purposes of this clause (i), the following  acquisitions shall
not  constitute  a Change of  Control:  (1) any  acquisition  directly  from the
Company, (2) any acquisition by the Company, (3) any acquisition by any employee
benefit plan (or related  trust)  sponsored or  maintained by the Company or any
corporation  controlled by the Company or (4) any acquisition by any corporation
pursuant to a transaction which complies with clauses (1), (2) and (3) of clause
(iii) below;  or (ii)  individuals  who, as of the date hereof,  constitute  the
Board (the  "Incumbent  Board")  cease for any reason to  constitute  at least a
majority  of the  Board;  provided,  however,  that any  individual  becoming  a
director  subsequent  to the date  hereof  whose  election,  or  nomination  for
election by the  Company's  shareholders,  was  approved by a vote of at least a
majority  of  the  directors  then  comprising  the  Incumbent  Board  shall  be
considered as though such individual were a member of the Incumbent  Board,  but
excluding,  for this purpose,  any such individual  whose initial  assumption of
office  occurs  as a result of an actual or  threatened  election  contest  with
respect to the election or removal of  directors  or other actual or  threatened
solicitation  of proxies or consents by or on behalf of a Person  other than the
Board; or (iii)  Consummation of a  reorganization,  merger or  consolidation or
sale or other  disposition  of all or  substantially  all of the  assets  of the
Company  (a  "Business  Combination"),  in each  case,  unless,  following  such
Business  Combination,  (1)  all or  substantially  all of the  individuals  and
entities  who were  the  beneficial  owners,  respectively,  of the  Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
50% of,  respectively,  the then  outstanding  shares  of  common  stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors,  as the case may be, of the  corporation
resulting  from such Business  Combination  (including,  without  limitation,  a
corporation  which as a result of such  transaction  owns the  Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries)  in  substantially   the  same  proportions  as  their  ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and  Outstanding  Company  Voting  Securities,  as the case may be, (2) no
Person  (excluding any corporation  resulting from such Business  Combination or
any employee  benefit plan (or related trust) of the Company or such corporation
resulting  from  such  Business  Combination)  beneficially  owns,  directly  or
indirectly, 20% or more of, respectively,  the then outstanding shares of common
stock  of the  corporation  resulting  from  such  Business  Combination  or the
combined  voting  power  of the  then  outstanding  voting  securities  of  such
corporation  except to the  extent  that  such  ownership  existed  prior to the
Business  Combination and (3) at least a majority of the members of the board of
directors of the  corporation  resulting  from such  Business  Combination  were
members  of the  Incumbent  Board at the time of the  execution  of the  initial
agreement,  or  of  the  action  of  the  Board,  providing  for  such  Business
Combination;  or (iv) approval by the  stockholders of the Company of a complete
liquidation or dissolution of the Company.
(b)  In the  event  that  Ascent  adopts  any  "change  of  control"
provisions applicable to any Ascent benefits plans, respectively,  providing for
the accelerated vesting and/or payment of any benefits for its senior management
group,  solely to the extent that such provisions give Executive  greater rights
than those provided in paragraph (a) above,  such better  provisions shall apply
to the  Executive  to the same extent as other  Ascent  senior  executives  on a
favored  nations  basis with  respect to the  benefits  affected  by such Ascent
provisions, respectively.
8.    Non-Competition.
(a) As an inducement  for Ascent to enter into this  Agreement,  the
Executive  agrees  that for a period  commencing  as of the  Effective  Date and
running  through  the  earlier  of (i) the end of the  Employment  Period if the
Executive  remains employed by Ascent for the entire  Employment  Period or (ii)
one year  following  termination  of the  Executive's  employment  by Ascent for
"cause" as defined in Section 5(b) hereof,  or by the  Executive  for any reason
(other than an Executive  Election  Event,  in which case the provisions of this
paragraph  (a) shall not apply) (the  "Non-Competition  Period"),  the Executive
shall  not,  without  the  prior  written  consent  of  the  Board,   engage  or
participate,  directly or indirectly, as principal,  agent, employee,  employer,
consultant, stockholder, partner or in any other individual capacity whatsoever,
in the conduct or management of, or own any stock or any other equity investment
in or debt of, any business which is competitive with any business  conducted by
Ascent.
For the purpose of this Agreement, a business shall be considered to
be  competitive  with any business of Ascent only if such business is engaged in
providing  services or products (i) substantially  similar to (A) any service or
product  currently  provided by Ascent  during the  Employment  Period;  (B) any
service  or  product  which  directly  evolves  from or  directly  results  from
enhancements  in the ordinary  course during the  Non-Competition  Period to the
services  or  products  provided  by Ascent as of the date  hereof or during the
Employment  Period;  or (C) any future  service or product of Ascent as to which
the Executive  materially and  substantially  participated in the development or
enhancement,  and (ii) to customers,  distributors  or clients  served by Ascent
during the Non-Competition Period.
(b)  Non-Solicitation  of  Employees.   During  the  Non-Competition
Period,  the  Executive  will not (for his own benefit or for the benefit of any
person or entity  other  than  Ascent)  solicit,  or assist any person or entity
other than Ascent to  solicit,  any  officer,  director,  executive  or employee
(other than an  administrative  or clerical  employee) of Ascent to leave his or
her employment.
(c) Reasonableness;  Interpretation.  The Executive acknowledges and
agrees,  solely for purposes of determining the enforceability of this Section 8
(and not for  purposes  of  determining  the amount of money  damages or for any
other  reason),  that  (i)  the  markets  served  by  Ascent  are  national  and
international  and are not  dependent  on the  geographic  location of executive
personnel or the  businesses by which they are employed;  (ii) the length of the
Non-Competition  Period is linked to the term of the  Employment  Period and the
severance  benefit  provided for in Section 5(a); and (iii) the above  covenants
are reasonable as an inducement for Ascent to enter into this Agreement, and the
parties  expressly  agree  that  such  restrictions  have  been  designed  to be
reasonable and no greater than is required for the protection of Ascent.  In the
event that the  covenants in this Section 8 shall be  determined by any court of
competent  jurisdiction  in any  action to be  unenforceable  by reason of their
extending for too great a period of time or over too great a  geographical  area
or by reason of their being too  extensive in any other  respect,  they shall be
interpreted to extend only over the maximum period of time for which they may be
enforceable,  and/or over the maximum  geographical area as to which they may be
enforceable  and/or to the maximum extent in all other respects as to which they
may be enforceable, all as determined by such court in such action.
(d)  Investment.  Nothing  in this  Agreement  shall  be  deemed  to
prohibit  the  Executive   from  owning  equity  or  debt   investments  in  any
corporation,  partnership  or other  entity  which is  competitive  with Ascent,
provided that such  investments (i) are passive  investments and constitute five
percent (5%) or less of the outstanding  equity securities of such an entity the
equity securities of which are traded on a national securities exchange or other
public market, or (ii) are approved by the Board.
9. Indemnification;  Liability Insurance.  The Executive shall be entitled
to indemnification  and coverage under Ascent's  liability  insurance policy for
directors  and  officers to the same extent as other  directors  and officers of
Ascent.  During  and  after  the term of  employment,  Ascent  hereby  agrees to
indemnify and hold Executive harmless against any and all claims arising from or
in  connection  with his  employment  by or service to Ascent to the full extent
permitted  by law and,  in  connection  therewith,  to advance  the  expenses of
Executive  incurred in defending against such claims subject to such limitations
as may actually be required by law.
10. Enforcement. The Executive acknowledges that a breach of the covenants
or  provisions  contained  in Sections 3, 4 and 8 of this  Agreement  will cause
irreparable  damage to Ascent,  the exact  amount of which will be  difficult to
ascertain,  and that the remedies at law for any such breach will be inadequate.
Accordingly, the Executive agrees that if the Executive breaches or threatens to
breach any of the  covenants or  provisions  contained in Sections 3, 4 and 8 of
this Agreement, in addition to any other remedy which may be available at law or
in equity,  Ascent shall be entitled to seek specific performance and injunctive
relief.
11.   Arbitration.
(a) Subject to Ascent's right to enforce  Sections 3, 4 and 8 hereof
by an  injunction  issued by a court  having  jurisdiction  (which  right  shall
prevail  over and  supersede  the  provisions  of this  Section 11), any dispute
relating to this  Agreement,  including the  enforceability  of this Section 11,
arising  between the Executive and Ascent shall be settled by arbitration  which
shall be  conducted  in  Denver,  Colorado,  or any  other  location  where  the
Executive  then  resides at  Ascent's  request,  before a single  arbitrator  in
accordance  with the commercial  arbitration  rules of the American  Arbitration
Association ("AAA").  Within 90 days after the Effective Date, the parties shall
mutually agree upon three possible arbitrators, one of whom shall be selected by
the AAA within 2 days  after  notice of a dispute  to be  arbitrated  under this
Section 11. The parties  shall  instruct the  arbitrator  to use his or her best
efforts to conclude the  arbitration  within 60 days after notice of the dispute
to AAA.
(b) The award of any such arbitrator  shall be final.  Judgment upon
such award may be entered by the prevailing  party in any federal or state court
sitting in Denver,  Colorado  or any other  location  where the  Executive  then
resides at Ascent's request.
(c)  The  parties  will  bear  their  own  costs   associated   with
arbitration and will each pay one-half of the arbitration costs and fees of AAA;
however,  the arbitrator may in his sole discretion  determine that the costs of
the arbitration  proceedings,  including attorneys= fees, shall be paid entirely
by one party to the  arbitration  if the  arbitrator  determines  that the other
party is the prevailing party in such arbitration.
12.   Indemnification and Gross-up for Excise Taxes.

      (a) The Company hereby  indemnifies  the Executive and holds the Executive
harmless  from  and  against  any  and  all  liabilities,   costs  and  expenses
(including,  without  limitation,  reasonable  attorneys'  fees and  costs)  the
Executive may incur as a result of the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") or any similar  provision
of  state or  local  income  tax law  (the  "Excise  Tax"),  to the end that the
Executive  shall be placed in the same tax position with respect to all payments
under this Agreement and all other payments from the Company to the Executive in
the nature of compensation as the Executive would have been in if the Excise Tax
had never been enacted.  In  furtherance  of such  indemnification,  the Company
shall pay to the Executive a payment (the "Gross-Up  Payment") in an amount such
that,  after payment by the Executive of all taxes,  including  income taxes and
the Excise Tax imposed on the  Gross-Up  Payment and any  interest or  penalties
(other than interest and penalties imposed by reason of the Executive's  failure
to file timely tax returns or to pay taxes shown due on such returns and any tax
liability,  including interest and penalties, unrelated to the Excise Tax or the
Gross-Up  Amount),  the Executive  shall be placed in the same tax position with
respect to all payments  under this  Agreement  and all other  payments from the
Company to the Executive in the nature of  compensation  as the Executive  would
have been in if the  Excise Tax had never  been  enacted.  At such time or times
necessary  to  carry  out  the  purposes  of  this  Section  12 in  view  of the
withholding requirement of Section 4999(c)(1) of the Code, but in no event later
than December 31 of each year in which the Executive receives a payment from the
Company under this Agreement or in the nature of compensation, the Company shall
pay to the Executive one or more Gross-Up  Payments for all payments  under this
Agreement and any other payments in the nature of compensation which the Company
determines are "excess parachute  payments" under Section 280G(b)(1) of the Code
("Excess  Parachute  Payments").  If,  through a  determination  of the Internal
Revenue Service or any state or local taxing  authority (a "Taxing  Authority"),
or a judgment of any court, the Executive becomes liable for an amount of Excise
Tax not  covered by the  Gross-Up  Payment  payable  pursuant  to the  preceding
sentence,  the Company shall pay the Executive an additional Gross-up Payment to
make the Executive  whole for such  additional  Excise Tax;  provided,  however,
that,  pursuant to Section  12, the Company  shall have the right to require the
Executive to protest, contest, or appeal any such determination or judgment. For
purposes  of this  Section  12, any amount  which the  Company  is  required  to
withhold under Sections 3402 or 4999 of the Code or under any other provision of
law shall be deemed to have been paid to the Executive.

      (b) Upon payment to the Executive of a Gross-Up Payment, the Company shall
provide the Executive with a written statement showing the Company's computation
of such  Gross-Up  Payment and the Excess  Parachute  Payments and Excise Tax to
which it relates, and setting forth the Company's determination of the amount of
gross income the Executive is required to recognize as a result of such payments
and the Executive's  liability for the Excise Tax. The Executive shall cause the
Executive's federal, state, and local income tax returns for the period in which
the  Executive  receives  such  Gross-Up  Payment  to be  prepared  and filed in
accordance  with such  statement,  and upon such  filing,  the  Executive  shall
certify in writing to the Company  that such  returns  have been so prepared and
filed. At the Executive's  request,  the Company shall furnish to the Executive,
at no cost to the Executive,  assistance in preparing the  Executive's  federal,
state,  and local  income  tax  returns  for the  period in which the  Executive
receives   such   Gross-Up   Payment   in   accordance   with  such   statement.
Notwithstanding  the  provisions  of Section  12(a),  the  Company  shall not be
obligated to indemnify the Executive from and against any tax liability, cost or
expense  (including,  without  limitation,  any  liability for the Excise Tax or
attorney's  fees or costs) to the extent such tax liability,  cost or expense is
attributable  to the  Executive's  failure to comply with the  provisions of the
Section 12(b).

      (c) If any controversy arises between the Executive and a Taxing Authority
with respect to the  treatment on any return of the Gross-Up  Amount,  or of any
payment the Executive  receives from the Company as an Excess Parachute Payment,
or with respect to any return which a Taxing  Authority  asserts  should show an
Excess Parachute Payment,  including,  without limitation, any audit, protest to
an appeals authority of a Taxing Authority or litigation (a "Controversy"),  the
Company shall have the right,  solely with respect to a  Controversy,  to direct
the  Executive  to protest or contest any  proposed  adjustment  or  deficiency,
initiate an appeals procedure with any Taxing  Authority,  commence any judicial
proceeding,  make any settlement  agreement,  or file a claim for refund of tax,
and the  Executive  shall not take any of such steps  without the prior  written
approval  of  the  Company.  If the  Company  elects,  the  Executive  shall  be
represented  in any  Controversy by attorneys,  accountants,  and other advisors
selected by the Company,  and the Company shall pay the fees, costs and expenses
of such attorneys, accountants, or advisors, and any tax liability the Executive
may incur as a result of such payment.  The Executive  shall promptly notify the
Company of any communication  with a Taxing  Authority,  and the Executive shall
promptly furnish to the Company copies of any written  correspondence,  notices,
or documents  received from a Taxing  Authority  relating to a Controversy.  The
Executive  shall  cooperate  fully  with  the  Company  in the  handling  of any
Controversy  by  furnishing  to the Company  any  information  or  documentation
relating  to or  bearing  upon  the  Controversy;  provided,  however,  that the
Executive shall not be obligated to furnish to the Company copies of any portion
of the  Executive's tax returns which do not bear upon, and are not affected by,
the Controversy.

      (d) The  Executive  shall pay over to the  Company,  within  ten (10) days
after the Executive's  receipt thereof,  any refund the Executive  receives from
any Taxing Authority of all or any portion of the Gross-Up Payment or the Excise
Tax,  together  with any  interest  the  Executive  receives  from  such  Taxing
Authority on such refund. For purposes of this Section 12(d), a reduction in the
Executive's tax liability  attributable to the previous  payment of the Gross-Up
Amount or the Excise Tax shall be deemed to be a refund.  If the Executive would
have  received  a refund of all or any  portion of the  Gross-Up  Payment or the
Excise  Tax,  except the a Taxing  Authority  offset  the amount of such  refund
against other tax liabilities,  interest, or penalties,  the Executive shall pay
the  amount of such  offset  over to the  Company  together  with the  amount of
interest the Executive  would have  received  from the Taxing  Authority if such
offset had been an actual  refund,  within ten (10) days after receipt of notice
from the Taxing Authority of such offset.
13. Severability.  Should any provision of this Agreement be determined to
be  unenforceable  or prohibited by any applicable  law, such provision shall be
ineffective to the extent, and only to the extent, of such  unenforceability  or
prohibition  without  invalidating  the balance of such  provision  or any other
provision of this Agreement, and any such unenforceability or prohibition in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.
14.  Assignment.   The  Executive's  rights  and  obligations  under  this
Agreement  shall  not  be  assignable  by the  Executive.  Ascent's  rights  and
obligations  under this  Agreement  shall not be  assignable by Ascent except as
incident to the transfer, by merger or otherwise, of all or substantially all of
the  business  of Ascent.  In the event of any such  assignment  by Ascent,  all
rights of Ascent hereunder shall inure to the benefit of the assignee.
15. Notices.  All notices and other  communications  which are required or
may be given  under this  Agreement  shall be in writing  and shall be deemed to
have been duly given when received if personally delivered;  when transmitted if
transmitted by telecopy,  electronic or digital  transmission  method,  provided
that in such case it shall also be sent by certified or registered mail,  return
receipt requested;  the day after it is sent, if sent for next day delivery to a
domestic  address  by  recognized  overnight  delivery  service  (e.g.,  Federal
Express);  and upon  receipt,  if sent by certified or registered  mail,  return
receipt requested. Unless otherwise changed by notice, in each case notice shall
be sent to:
If to Executive, addressed to:
David A. Holden
5220 South Flower Street
Littleton, Colorado 80123
If to Ascent, addressed to:
Ascent Entertainment Group, Inc.
1200 Seventeenth Street
Denver, Colorado 80202
Attention: James A. Cronin, III
Telecopier No. (303) 595-0823
With a copy to:
Ascent Entertainment Group
1200 Seventeenth Street
Denver, Colorado 80202
Attention: Arthur M. Aaron
Telecopier No. (303) 595-0127

            16. Miscellaneous.  This Agreement constitutes the entire agreement,
and  supersedes  all prior  agreements,  of the parties  hereto  relating to the
subject matter hereof, and there are no written or oral terms or representations
made  by  either  party  other  than  those  contained   herein.  No  amendment,
supplement,  modification  or waiver of this  Agreement  shall be binding unless
executed  in  writing  by  the  party  to  be  bound   thereby.   The  validity,
interpretation,  performance  and enforcement of the Agreement shall be governed
by the laws of the State of  Colorado.  The  headings  contained  herein are for
reference purposes only and shall not in any way affect the
      meaning or interpretation of this Agreement.
IN WITNESS WHEREOF,  the parties hereto have executed this Agreement
as of the day and year first above written.
/s/ David A.
Holden
                                          David A. Holden, Executive

                                          ASCENT ENTERTAINMENT GROUP, INC.

                                          By:   /s/ James A. Cronin,
III
                                          Title: Executive Vice
President,
                                                      Chief Financial
                                              Officer and Chief Operating
                                              Officer
EXHIBIT 99.1

PRESS RELEASE

ASCENT ENTERTAINMENT GROUP, INC.

Ascent Entertainment Board Names Lyons Chairman; Elects Three New Directors

COMSAT-Appointed Members Resign as Spin-off Is Complete

For Release:

6:30 a.m. NYT Monday, June 30, 1997

Contact:    Media             Analysts                Analysts
            Paul Jacobson           Karen Amrhine           Jim Cronin
            Ascent                  Sard, Verbinnen         Ascent
            (303) 626-7060          (212) 687-8080          (303) 626-7060
Denver,  Colo.  The Ascent  Entertainment  Group,  Inc.  (NASDAQ:GOAL)  Board of
Directors on Friday named Ascent President and CEO Charlie Lyons Chairman of the
Board and elected as new Board members  former  Liberty Media  President and CEO
Peter Barton,  Ascent Executive Vice President of Finance and COO Jim Cronin and
Paul Gould,  managing  director  and  executive  vice  president of the New York
investment bank Allen & Company.
            Lyons replaces  Chairman  Robert G.  Schwartz,  who was appointed by
COMSAT Corporation and resigned Friday along with three other COMSAT appointees,
Ed Colodny,  Allen E. Flower and Allan G. Korobov,  in connection  with Ascent's
spin-off from COMSAT.

            "We now have a superlative Board, one that knows our business," said
Lyons. "We have worked with Paul as our investment banker at Allen & Company and
Jim as our Executive VP of Finance and COO, while Peter brings his extraordinary
record of accomplishment in the television industry - having built Liberty Media
Corporation  into one of TV's most respected  programming  entities.  Along with
Chuck  Lillis,  president  of US WEST  Media  Group and Chuck  Neinas,  formerly
executive director of the College Football  Association,  Ascent's Board is well
equipped to be totally focused on building value for Ascent  stockholders."  The
tax-free  dividend of Ascent  shares from COMSAT  Corporation  (NYSE:CQ)  to its
shareholders  became effective Friday afternoon at 3:00 mountain time. Under the
terms   of  the   distribution,   COMSAT   Corporation   shareholders   received
approximately  one-half share of Ascent stock for each share of COMSAT stock. As
a result of the  spin-off,  Ascent is now a fully  publicly-traded,  independent
Colorado-based  media and  entertainment  company  with all 29.8  million of its
common shares  trading on the NASDAQ stock  exchange  under the ticker symbol of
GOAL.
"Our  independence  is a major  milestone for Ascent,"  added Lyons.
"Now we must begin to build value for our  stockholders  through the combination
of solid  operating  performance and the  accomplishment  of some key goals that
will allow us to build value."

            Barton is former  president and chief  executive  officer of Liberty
Media  Corporation  and executive  vice president of  Tele-Communications,  Inc.
(TCI).  Prior to the  TCI/Liberty  merger of August 1994,  Barton was president,
chief   executive   officer  and  a  director  at  Liberty,   then  a  separate,
publicly-held  company,  from its  incorporation  in 1991.  He served in various
positions  at  TCI  from  1984  to  1991.   Barton  is  currently  a  media  and
communications  industry  advisor and serves on the board of  directors of First
Albany Corporation, Black Entertainment Television and HSN, Inc.

            Gould has been  managing  director and executive  vice  president of
Allen & Company,  Incorporated  for over 10 years and has been with the  company
for 20 years. Allen & Company is a financial advisor to Ascent and acted as lead
underwriter in the company's initial public offering in December, 1995. Gould is
a director of  Tele-Communications,  Inc. (TCI),  United Video Satellite  Group,
Choice Hotels International, Inc. and Tele-Communications International, Inc.

            Cronin  has been  Executive  Vice  President  of  Finance  and Chief
Operating  Officer of Ascent since June 1996. Before that he was a financial and
management  consultant and a partner in Alfred Checchi  Associates.  Cronin is a
director of On Command Corporation,  Ascent's 57 percent-owned  subsidiary,  and
Landair Services, Inc.

            Ascent   Entertainment   Group's  principal  business  is  providing
pay-per-view  entertainment and information  services through its majority-owned
On   Command   Corporation.   In   addition,   Ascent  is   involved   in  other
entertainment-related  businesses  including  ownership and operation of the NBA
Denver Nuggets and NHL Colorado Avalanche,  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.
;

                                      MORE

PRESS RELEASE

ASCENT ENTERTAINMENT GROUP, INC.

Ascent Entertainment Group, Inc. Declares Dividend Distribution of
Preferred Share Purchase Rights - Adopts Changes to Corporate Bylaws

For Release:

6:30 a.m. NYT Monday, June 30, 1997

Contact:    Media             Analysts          Analysts
            Paul Jacobson           Jim Cronin        Karen Amrhine
            Ascent                  Ascent            Sard, Verbinnen
            (303) 626-7060          (303) 626-7010    (212) 687-8080

Denver,  Colo. In connection  with the spin-off of Ascent  Entertainment  Group,
Inc.  from  COMSAT  Corporation,  the new Ascent  Board of  Directors  on Friday
declared a dividend  distribution  of one Preferred Share Purchase Right on each
outstanding  share of the Company's  common stock and adopted several changes to
the company's bylaws.

            Charlie Lyons, Chairman, President and CEO of the company, said "The
rights are designed to ensure that all of Ascent's stockholders receive fair and
equal  treatment  in the event of any  proposed  takeover  of the company and to
guard against partial tender offers, squeeze-outs, open market accumulations and
other abusive tactics to gain control of Ascent without paying all  stockholders
a control premium."

            The rights  will be  exercisable  if a person or group  acquires  15
percent or more of the  company's  common  stock or announces a tender offer the
consummation  of which  would  result  in  ownership  by a person or group of 15
percent or more of the common stock. Each right will entitle stockholders to buy
one one-hundredth of a share of a new series of junior  participating  preferred
stock at an exercise price of $40.00.

            If a  person  or  group  acquires  15  percent  or more of  Ascent's
outstanding  common  stock,  each right will entitle its holder (other than such
person or group) to purchase,  at the right's  then-current  exercise  price,  a
number of the company's common shares having a market value of twice such price.
In  addition,  if Ascent is acquired in a merger or other  business  combination
transaction  after a person has  acquired  15  percent or more of the  company's
outstanding  common  stock,  each right will entitle its holder (other than such
person or group) to purchase, at the
;

right's  exercise price of $40.00,  a number of the acquiring  company's  common
shares having a market value of twice such price.

            Following  the  acquisition  by a  person  or  group  of  beneficial
ownership  of 15  percent  or more of  Ascent's  common  stock  and  prior to an
acquisition of up to 50 percent or more of the company's common stock, the Board
of Directors  may exchange the rights (other than rights owned by such person or
group),  in whole or part, at an exchange ratio of one share of common stock (or
one one-hundredth of a share of the new series of junior participating preferred
stock) per right.

            Prior  to  the  acquisition  by a  person  or  group  of  beneficial
ownership of 15 percent or more of the company's  common  stock,  the rights are
redeemable for one cent per right at the option of the Board of Directors.

            The Board of Directors is also  authorized  to reduce the 15 percent
threshold referred to above to not less than 10 percent.

            The rights are intended to enable all Ascent stockholders to realize
the  long-term  value of their  investment  in the company.  The rights will not
prevent a takeover,  but should  encourage anyone seeking to acquire the company
to negotiate with the Board of Directors prior to attempting a takeover.

            The dividend  distribution  will be made on July 10, 1997 payable to
stockholders  of record on that date.  The rights will expire on July 10,  2007.
The  rights  distribution  is not  taxable  to  stockholders.  A  more  detailed
description of the rights will be sent to stockholders.

            On Friday,  the Ascent Board  adopted five changes to the  company's
bylaws that,  along with the  stockholders  rights plan,  will guard against the
disruption caused by an unsolicited takeover attempt. The first change adds more
detailed provisions specifying the procedures by which stockholders may nominate
directors and introduce  business to be considered at meetings of  stockholders.
The second modifies  procedures for scheduling and conducting the annual meeting
of  stockholders.  The third limits the ability of  stockholders to call special
meetings.  The fourth bylaw change refines the procedures by which  stockholders
can act by  written  consent.  The  fifth and final  change  adds more  detailed
provisions relating to director and officer indemnification.

            Ascent   Entertainment   Group's  principal  business  is  providing
pay-per-view  entertainment and information  services through its majority-owned
On Command  Corporation  (NASDAQ:ONCO).  In addition,  Ascent  (NASDAQ:GOAL)  is
involved in other entertainment-related businesses in
ASCENT -- PREFERRED STOCK DIVIDEND

JUNE 30, 1997 -- PAGE ;1

cluding  ownership  and  operation  of the NBA Denver  Nuggets and NHL  Colorado
Avalanche, 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.