AGREEMENT

This agreement ("EDS/Newco Agreement"), dated as of August 5,1996, is among Electronic Data Systems Corporation and EDS Technical Products Corporation (collectively, "EDS") and Ascent Entertainment Group ("Ascent") and On Command Video Corporation ("OCV"; collectively, the "Ascent Parties").

RECITALS:

A. Spectra Vision, Inc. (for itself and its subsidiaries, including without limitation Spectra dyne, Inc.; collectively, the "Debtors") and EDS are parties to the Phase 1 Information Technology Services Agreement, Phase 2 Information Technology Product and Services Agreement, and PCFM Agreement, as modified and amended (the "EDS Contracts"). Addendum No. 4 to the Phase 1 Agreement, Addendum No. 2 to the Phase 2 Agreement and the PCFM (collectively, the "Equipment Leases") set forth the terms of the leases of the Equipment (the "Leased Equipment") supplied under the EDS Contracts. The Leased Equipment has been, or is, installed at Debtors' pay-per-view sites in three basic configurations (each configuration, a "Leased Configuration"). The Leased Configurations consist of either (i) a satellite antenna, grounding kit, antenna and IFL cable, LNB's, power kit, eight (8) IRD's and DEU's, modulators, and related equipment and wiring ("Phase 1 Configuration"), (ii) an IRD, DEU and a Phase 2 digital server ("Phase 2 Configuration"), or (iii) two IRD's, DEU's and two Phase 2 servers (Phase 2-72 Hard Drive Configuration). Generally, each Phase 1 Configuration site has a personal computer ("PC") provided under the PCFM and, generally, each Phase 2 or Phase 2-72 Hard Drive Configuration site has a Phase 1 Configuration installed.

B. On June 8, 1995 the Debtors filed voluntary Chapter 11 Petitions in In re Spectra Vision, Inc., SPI Newco, Inc., Spectra dyne, Inc., Spectra dyne International, Inc., Kale vision Systems, Inc.- USA, Debtors, (the "Case"), pending in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") as Case No. 95-659 (PJW) (Jointly Administered).

C. The EDS Contracts consist of executory contracts and unexpired leases which have not been assumed or rejected by the Debtors.

D. By order dated February 1, 1996, the Bankruptcy Court approved the EDS/SVN Term Sheet (the "EDS/SVN Term Sheet"), a copy of which is attached hereto as Exhibit "A".

E. On April 19,1996, the Ascent Parties, the Debtors and the Creditors' Committee executed an agreement (the "Newco Agreement") and addendum (the "Addendum") which set forth the terms and conditions under which substantially all of the Debtors' assets will be acquired by an entity ("Newco") to be formed by the Ascent Parties pursuant to a plan of reorganization.

F. On June 21,1996, the Debtors filed Debtors' Joint Plan of Reorganization (as it may be amended, modified or supplemented, the "Plan") and proposed Disclosure Statement.

G. On August___, 1996, the Ascent Parties, the Debtors and the Creditors' Committee executed an agreement ("Acquisition Agreement") which sets forth the terms and conditions under which the Plan shall provide for substantially all of the Debtors' assets to be transferred to Spectra dyne, Inc. (following consummation of the transactions contemplated by the Plan and the Acquisition Agreement, "New Spectra dyne") and for all outstanding stock of New Spectra dyne to be contemporaneously acquired by Newco free and clear of all liens, claims and encumbrances.

Under the Newco Agreement and the Acquisition Agreement, the Ascent Parties may direct the Debtors to move pursuant to the Plan to assume and assign to Newco or New Spectra dyne the EDS Contracts. The Ascent Parties have determined that because of the obligations that would be assumed by New Spectra dyne and the cure amounts necessary to allow the Debtors to assume and assign the EDS Contracts, the Ascent Parties will not direct the Debtors to assume the EDS Contracts. The Debtors have stated that unless the Ascent Parties directed the Debtors to assume the EDS Contracts (in which event under the Newco Agreement and the Acquisition Agreement, New Spectra dyne and Newco would be responsible for the payment of any cure amounts), the Debtors would reject the EDS Contracts.

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