SEPARATION AND RELEASE AGREEMENT

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

RECITALS

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

AGREEMENT

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

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

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

        (a)  Until the Termination Date, Executive will be (i) paid salary at the rate currently being paid to him, (ii) entitled to all employee benefits to which he is currently entitled and (iii) entitled to the use of an office at the Company's headquarters and the services of his assistant.

        (b)  Executive acknowledges that no money or other consideration, other than that set forth in this paragraph 2, will be payable or owed by the Company or any of its subsidiaries to Executive as of and after the Termination Date, other than reimbursement for travel and other expenses owed to Executive in accordance with the Company's policies provided, however, that Executive will be entitled to expense reimbursement only to the extent that such expenses are incurred in connection with services provided to or on behalf of the Company which have been specifically requested by the Company and approved by Carl Vogel.

        (c)  Except as provided in paragraph 1, effective as of the date hereof, Executive will resign from all offices, directorships and similar positions held with any of the Employers and any of their subsidiaries and all directorships or other positions held as the representative of any of the Employers or any of their subsidiaries or affiliates in any other corporation or other entity in which any of the Employers has an interest.

        3.    Benefits.

        (a)  To the extent required by COBRA, Executive and his dependents may elect 18 months (or such other term as permitted by COBRA) of COBRA continuation coverage, at their own

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