PREFERRED STOCK PURCHASE AGREEMENT



     This Preferred Stock Purchase Agreement (this "Agreement") is made and

entered into on April 23, 2001 by and among On Command Corporation, a Delaware

corporation (the "Company"), and Ascent Entertainment Group, Inc., a Delaware

corporation ("Buyer").



     WHEREAS, the Company desires to issue and sell, and Buyer desires to buy

shares of a newly designated series of the Company's Preferred Stock, par value

$0.01 per share, subject to the terms and conditions set forth herein; and



     NOW, THEREFORE, for and in consideration of the mutual promises set forth

herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:



     1. Purchase and Sale.

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     1.1. Sale of Purchased Shares. At the Closing, upon the terms and

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conditions contained herein, the Company shall issue, sell and deliver to Buyer

10,000 shares (the "Purchased Shares") of the Company's Cumulative Redeemable

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Preferred Stock, Series C, par value $.01 per share (the "Series C Preferred

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Shares"). Such issuance, sale and delivery shall be effected by the delivery to

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Buyer at the Closing of (i) the certificate or certificates representing the

Purchased Shares, issued in the name of Buyer or its designee and (ii) such

other documents or instruments which may be necessary, or which Buyer may

reasonably request, in order to effectively vest in Buyer good and marketable

title to the Purchased Shares, free and clear of all Liens and Restrictions

other than Permitted Restrictions.



     1.2. Purchase of Purchased Shares. At the Closing, upon the terms and

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conditions set forth in this Agreement, Buyer shall purchase all, but not less

than all, of the Purchased Shares for a total purchase price (the "Purchase

                                                                   --------

Price") equal to Ten Million Dollars ($10,000,000). The Purchase Price shall be

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paid by wire transfer of immediately available funds to an account designated by

the Company in writing.



     1.3. Closing. The closing of the purchase and sale of the Purchased Shares

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(the "Closing") shall be held at the offices of Buyer, 9197 South Peoria Street,

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Englewood, Colorado 80112, or at such other place as the parties may agree, at

1:00 p.m., local time, on April 23, 2001, or at such other date and time as the

parties may agree. (The date on which the Closing occurs is referred to as the

"Closing Date").

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     2.  Representations and Warranties of the Company. The Company represents

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and warrants to Buyer as follows:



     2.1 Authority. (a) The Company is a corporation duly organized, validly

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existing and in good standing under the laws of the State of Delaware, and has

all requisite power and authority to conduct its business as now being conducted

and to enter into this Agreement and to







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perform its obligations hereunder. The execution, delivery and performance of

this Agreement and the consummation of the transactions contemplated hereby have

been duly authorized by all necessary corporate action on the part of the

Company.



          (b) The Certificate of Designations establishing the rights and



preferences of the Series C Preferred Shares (the "Certificate of Designations")

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

has been approved by the Company's Board of Directors in accordance with the

Company's Amended and Restated Certificate of Incorporation and Delaware law

and, prior to the Closing will have been duly filed and become effective under

Delaware law.



     2.2. Issuance of Shares. The Purchased Shares, upon issuance and delivery

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