ACQUISITION AGREEMENT

ACQUISITION AGREEMENT, dated as of August 13, 1996, by and among Spectra Vision, Inc. ("Spectra Vision"), Spectra dyne, Inc., ("Spectra dyne"), and all of the direct and indirect subsidiaries of Spectra Vision that are debtors In the Bankruptcy Case (as defined below) other than Spectra dyne (collectively, the "Non-Spectra dyne Subsidiaries" and, together with Spectra Vision, the "Non-Spectra dyne Debtors"), On Command Corporation (the "Buyer"), the Creditors' Committee (as defined below), Ascent Entertainment Group, Inc. ("Ascent” and, together with Buyer, the Non-Spectra dyne Debtors, Spectra dyne and the Creditors' Committee, the "Parties"). Unless otherwise defined in this Agreement, all capitalized terms in this Agreement shall have the meanings assigned to them in Section 1 of this Agreement.

RECITALS

WHEREAS, the Non-Spectra dyne Debtors and Spectra dyne (collectively, the "Debtors") have each filed a petition for relief under Chapter 11 of the United States Bankruptcy Code, 11 U. S. C. Section 101, et seq., (the "Bankruptcy Code") in the Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"), which cases have been procedurally consolidated for joint administration as Case No. 95-659 (collectively, the "Bankruptcy Case").

WHEREAS, on December 20, 1995, the Bankruptcy Court entered the Order Granting the Motion for Order (1) Approving Process for Solicitation and Selection of a Third Party Plan Sponsor, (2) Bid Protection, (3) Expense Reimbursement, and (4) Break-Up Fee (the "Procedures Order").

WHEREAS, on April 19, 1996, Spectra Vision, Ascent, On Command Video Corporation ("OCV") and the Official Creditors' Committee appointed by the U. S. Trustee in the Bankruptcy Case (the "Creditors' Committee" and, together with Spectra Vision, Ascent and OCV, the "PSA Parties") entered into an agreement (the "Plan Sponsor Agreement"), pursuant to which all or substantially all of the assets of the Debtors and OCV are to be acquired, directly or indirectly, by Buyer or one or more wholly-owned subsidiaries of Buyer.

WHEREAS, pursuant to the Plan Sponsor Agreement, the PSA Parties agreed that: (a) Ascent shall be the Plan Sponsor as provided in the Procedures Order, (b) the PSA Parties will sponsor and support a plan of reorganization forth e Debtors and the PSA Parties will not support any other plan of reorganization except as provided in the Procedures Order, (c) the PSA Parties will reasonably cooperate in preparing and submitting a plan of reorganization for the Debtors, the disclosure statement for such plan (the "Disclosure Statement") and all other documents necessary to obtain confirmation of such plan, (d) the Debtors and the Creditors' Committee (i) will not solicit any other bids to acquire assets of the Debtors, (ii) will not negotiate with any other person concerning the disposition of any assets of the Debtors (except as provided In the Procedures Order), and (iii) will inform Ascent within one business day of the receipt of any unsolicited bid received by either the Creditors' Committee or the Debtors, and (e) Ascent shall be entitled to the benefits that the Procedures Order provides for the Plan Sponsor.

WHEREAS, this Agreement is being entered into by and among the Parties in accordance with the terms and provisions of the Plan Sponsor Agreement for the purpose of implementing the Plan Sponsor Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants, and conditions set forth below, the Parties hereby agree as follows:

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