A.

CHECKLIST

1 purchase and sale of common stock

a. Purchase and sale of shares.

b. The purchaser acknowledgement

2.representations and warranties of the company

a. Organization and qualification.

b. Corporate power and authorization.

3. Representations and warranties of the purchaser

a. Authority; binding agreement.

b. Stock interest investment representations.

4.rights and duties of the seller

5.rights and duties of the purchaser

5. Terms of payments

6.remedies

7.liabilities of the parties

8.governing law

9.choice of forum

10. Choice of law

11.choice of jurisdiction

B. KLAUSULA KONTRAK

SHARES PURCHASE AGREEMENT

SHARES PURCHASE AGREEMENT ("Agreement"), dated as of July 7, 2011

between ON COMMAND VIDEO CORPORATION, a Delaware corporation (the "Company")

and Hilton Hotels indonesia (the "Purchaser").

The Company and the Purchaser agree as follows:

 1 PURCHASE AND SALE OF COMMON STOCK

a. PURCHASE AND SALE OF SHARES. The Company hereby sells and the
Purchaser hereby purchases 410,561 shares (the "Shares") of the Company's
CommonStock par value $.01 per share ("Common Stock") for a purchase price of
$25.00 per Share (an aggregate of $10,264,025), payable $3,421,325 in cash
concurrently herewith and $6,842,700
b. The Purchaser acknowledges receipt of a certificate representing 136,853 Shares.
The Purchaser agrees that the certificates for the remaining Shares, which are
being issued concurrently herewith, shall be held by the Company as security for
payment of the Note, to be delivered to Purchaser as set forth in the Note. The
Company acknowledges receipt of the aforesaid cash payment and of the Note.

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants as follows:

a. ORGANIZATION AND QUALIFICATION. The Company is a corporation duly

organized, validly existing and in good standing under the laws of thestate of
its incorporation. The Company has all requisite corporate power and
authority to carry on its business as now being conducted. True, correct and
complete copies of the charter documents and bylaws of the Company have
been delivered to Purchaser.

b. CORPORATE POWER AND AUTHORIZATION. The Company has the

corporate power to execute, deliver and perform this Agreement, and has
taken all necessary corporate and legal action to authorize it to enter into and
perform this Agreement. This Agreement is a valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms
(except as enforceability may be limited by bankruptcy, insolvency,
moratorium or othersimilar laws affecting creditors' rights generally or by
principles governing the availability of equitable remedies).
 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants that:

a. AUTHORITY; BINDING AGREEMENT. The Purchaser has the legal capacity to

execute this Agreement and to consummate the transactio contemplated hereby.
This Agreement has been duly and validly executed anddelivered by the
Purchaser, and constitutes a valid and binding agreement of the Purchaser,
enforceable against the Purchaser in accordance with its terms
b. STOCK INTEREST INVESTMENT REPRESENTATIONS. The Purchaser

represents and warrants as set forth in Exhibit 4.2, which is incorporated herein by this
reference.

4.RIGHTS AND DUTIES OF THE SELLER

The seller have rights for an aggregate purchase price tranfered by the purchaser at the
closing date after The seller transfer, title, interest, and property of shares

5.RIGHTS AND DUTIES OF THE PURCHASER

The purchase have must pay purchase price at the closing date after that The puschaser
can afford title, interest, and property of shares from the seller.

6. TERMS OF PAYMENTS

On the Closing Date, The Purchaser shall pay to the seller contract priice in U.S. funds by
wire transfers.

7.REMEDIES

In the event a Party breaches any of its representations, warranties, and obligations in this
contract the breaching parties must indemnify the other Party from Adverse Consequences
the other Party sufferd

8.LIABILITIES OF THE PARTIES

If one of the party breach the obligastion contain in this contract, the other party may:

a.give Notice to the other party to do its obligation in the certai time

b.if poit 7.a fail the party can brougt the case to arbitration award

9.GOVERNING LAW

This Agreement shall be governed by the law of indonesia.

 10.CHOICE OF FORUM

The parties agrred to use Badan Arbitrasi Indonesia(BANI) for any claim, dispute relating to
this Agreement.

11. CHOICE OF LAW

The party agrees that the applicable law in all Dispute arising to this contract is the law of
indonesia

12.CHOICE OF JURISDICTION

The party agree to choce legal domicile in the pengadilan Negeri Jakarta pusat.

Jakart 20 July 2011

TO THE COMPANY: TO THE PURCHASER:

On Command Video Corporation Hilton Hotels indonesia

3301 Olcott Street

Santa Clara, California 95054

Telcopier: (408) 496-0688

Attention: Robert Snyder, President