Exhibit 4.4


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                                   VIACOM INC.

                          [VIACOM INTERNATIONAL INC.]*



                        STANDARD PREFERRED STOCK WARRANT

                              AGREEMENT PROVISIONS


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*   If co-issued by Viacom International, add the language in brackets relating
    to Viacom International co-issuing the Warrants.


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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

       Article 1 Issuance, Execution and Delivery of Warrant Certificates
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    Section 1.1 Issuance of Warrant Certificates..............................1

    Section 1.2 Execution and Delivery of Warrant Certificates................2

    Section 1.3 Registration and Countersignature.............................4

     Article 2 Warrant Price, Duration and Exercise of Warrant Certificates
     ----------------------------------------------------------------------

    Section 2.1 Warrant Price.................................................4

    Section 2.2 Duration of Warrant Certificates..............................5

    Section 2.3 Exercise of Warrant Certificates..............................5

Article 3 Other Provisions Relating to Rights of Holders of Warrant Certificates
--------------------------------------------------------------------------------

    Section 3.1 No Rights as Securityholders Conferred by Warrant
                Certificates..................................................7

    Section 3.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates.....7

    Section 3.3 Holder of Warrant Certificate May Enforce Rights..............8

    Section 3.4 Call of Warrants by the Company...............................9

    Section 3.5 Optional Reduction of Warrant Price...........................9

    Section 3.6 Reservation of Shares........................................10

    Section 3.7 [Intentionally omitted]......................................11

    Section 3.8 Adjustment of Exercise Price and Number of Shares
                Purchasable or Number of Warrants............................11

    Section 3.9 Fractional Warrants and Fractional Shares....................16

    Section 3.10 Notices to Warrantholders...................................17

             Article 4 Exchange and Transfer of Warrant Certificates
             -------------------------------------------------------

    Section 4.1 Exchange and Transfer........................................19


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    Section 4.2 Treatment of Holders of Warrant Certificates.................20

    Section 4.3 Cancellation of Warrant Certificates.........................21

                     Article 5 Concerning the Warrant Agent
                     --------------------------------------

    Section 5.1 Warrant Agent................................................21

    Section 5.2 Conditions of Warrant Agent's Obligations....................22

    Section 5.3 Registration and Appointment of Successor Warrant Agent......25

                             Article 6 Miscellaneous
                             -----------------------

    Section 6.1 Supplements and Amendments...................................28

    Section 6.2 Notices and Demands to the Company and Warrant Agent.........28

    Section 6.3 Addresses....................................................28

    Section 6.4 Delivery of Prospectus.......................................29

    Section 6.5 Obtaining of Governmental Approvals..........................29

    Section 6.6 Persons Having Rights under Warrant Agreement................29

    Section 6.7 Headings.....................................................30

    Section 6.8 Counterparts.................................................30

    Section 6.9 Inspection of Agreement......................................30

    Section 6.10 Governing Law...............................................30

    Section 6.11 Successors..................................................30

    Section 6.12 Termination.................................................31


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<PAGE>


              From time to time, Viacom Inc., a Delaware corporation (the
"Company") [, and Viacom International Inc., a Delaware corporation (the
"Co-Issuer")], may enter into one or more warrant agreements that provide for
the issuance and sale of warrants ("Warrants") to purchase shares of the
Company's Preferred Stock, $0.01 par value [of which the redemption price and
the liquidation amount shall be guaranteed by the Co-Issuer] ("Shares"). The
standard provisions set forth herein may be included or incorporated by
reference in any such warrant agreement (a "Warrant Agreement"). The Warrant
Agreement, including the provisions incorporated therein by reference, is herein
referred to as this "Agreement." The person named as the "Warrant Agent" in the
first paragraph of the Warrant Agreement is herein referred to as the "Warrant
Agent." Unless otherwise defined in this Agreement or in the Warrant Agreement,
as the case may be, terms defined in the Warrant Agreement are used herein as
therein defined and terms defined herein are used in the Warrant Agreement as
herein defined.

                                   Article 1

            Issuance, Execution and Delivery of Warrant Certificates

              Section 1.1 Issuance of Warrant Certificates. Each Warrant
Certificate shall evidence one or more Warrants. Each Warrant evidenced thereby
shall represent the right, subject to the provisions contained herein and
therein, to purchase such numbers of Shares as are set forth in the Warrant
Agreement. The number of Warrants which may be issued and delivered under this
Agreement is unlimited.

              There shall be established in or pursuant to a resolution of the
Board of Directors of the Company or any duly authorized committee thereof or
established in one or more warrant agreements supplemental hereto, prior to the
issuance of any Warrants: the designation of such

<PAGE>

Warrants; if the Warrants are issued together as a unit with any other
securities of the Company, the date after which the Warrants shall be freely
tradable separately from such other securities (the "Distribution Date"); if the
Company may at its option or under circumstances described therein provide for
an earlier Distribution Date; the expiration date, pursuant to Section 2.2; the
exercise price and any form of consideration other than lawful money of the
United States of America by which the exercise price may be paid pursuant to
Section 2.1; the Call Price, Call Date and Call Terms pursuant to Section 3.4;
the limitations, if any, upon the Reduced Warrant Price and the Reduced Warrant
Price Period, pursuant to Section 3.5; the circumstances, if any, under which
the Exercise Price and the number of Shares purchasable upon the exercise of
each Warrant and the number of Warrants outstanding are subject to adjustment
and the manner of making any such adjustment.

              Section 1.2 Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in registered form substantially
in such form or forms as shall be established by the Company [and the Co-Issuer]
from time to time pursuant to one or more resolutions of the Board of Directors
of the Company [and the Co-Issuer] or in one or more warrant agreements
supplemental hereto, and in each case shall be dated as of the date of issuance
thereof, and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the officers of the Company [and the Co-Issuer] executing the Warrant
Certificate may approve (execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Agreement, or
as may be required to comply with (i) any law or with any rule or regulation
made pursuant thereto or (ii) any rule or regulation of any stock exchange on
which the Warrant Certificates may be listed, or to conform to usage. The
Warrant Certificates


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<PAGE>

shall be signed on behalf of the Company by its Chairman of the Board of
Directors, its Chief Operating Officer, its President, its Chief Financial
Officer, a Vice President or its Treasurer and attested by its Secretary or
Assistant Secretary. [The Warrant Certificates shall be signed on behalf of the
Co-Issuer by its Chairman of the Board of Directors, its Chief Operating
Officer, its President, its Chief Financial Officer, a Vice President or its
Treasurer and attested by its Secretary or Assistant Secretary.] Such signatures
may be manual or facsimile signatures of such authorized officers and may be
imprinted or otherwise reproduced on the Warrant Certificates.

              No Warrant Certificate shall be valid for any purpose, and no
Warrant evidenced thereby shall be exercisable, until such Warrant Certificate
has been countersigned by the manual signature of the Warrant Agent. Such
signature by the Warrant Agent upon any Warrant Certificate executed by the
Company [and the Co-Issuer] shall be conclusive evidence that the Warrant
Certificate so countersigned has been duly delivered hereunder.

              If any officer of the Company [or of the Co-Issuer] who shall have
signed any of the Warrant Certificates either manually or by facsimile signature
shall cease to be such officer before the Warrant Certificates so signed shall
have been countersigned and delivered to the Warrant Agent, such Warrant
Certificates nevertheless may be countersigned and delivered as though the
person who signed such Warrant Certificates had not ceased to be such officer of
the Company [or of the Co-Issuer, as the case may be]. Any Warrant Certificate
may be signed on behalf of the Company [and the Co-Issuer] by such persons as,
at the actual date of the execution of such Warrant Certificate, shall be the
proper officers of the Company [and the Co-Issuer, respectively], although at
the date of the execution of this Agreement any such persons was not an officer.



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<PAGE>

              Section 1.3 Registration and Countersignature. The Warrant Agent
shall, upon receipt of Warrant Certificates, duly executed on behalf of the
Company [and the Co-Issuer], countersign the Warrant Certificates evidencing
Warrants to purchase the number of Shares set forth in the Warrant Agreement and
shall deliver such Warrant Certificates to the appropriate person or entity upon
the order of the Company [and the Co-Issuer]. After the original issuance of the
Warrant Certificates, the Warrant Agent shall countersign a Warrant Certificate
only if the Warrant Certificate is issued in exchange or substitution for, or in
connection with the registration of transfer of, one or more previously
countersigned Warrant Certificates, as hereinafter provided. The Warrant
Certificates shall not be valid for any purpose unless so countersigned.

              The Warrant Agent's countersignature on all Warrants shall be in
substantially the following form:

              [NAME OF WARRANT AGENT],
                   as Warrant Agent

              By_________________________________
                      Authorized Signatory

                                   Article 2

          Warrant Price, Duration and Exercise of Warrant Certificates

              Section 2.1 Warrant Price. The exercise price of each Warrant and
any other form of consideration other than lawful money of the United States of
America by which the exercise price may be paid shall be as set forth in the
Warrant Agreement. The purchase price (including moneys and such other
consideration) of the Shares upon exercise of the Warrants is referred to in
this Agreement as the "Warrant Price" and is payable in full at the time of
exercise.

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              Section 2.2 Duration of Warrant Certificates. Warrant Certificates
may be exercised in whole at any time, and in part from time to time, during the
period set forth in the Warrant Agent (the "Expiration Date"). Each Warrant
Certificate not exercised on or before the close of business on the Expiration
Date shall become void, and all rights of the holder thereunder and under this
Agreement shall cease.

              Section 2.3 Exercise of Warrant Certificates.

              (a) Prior to the Expiration Date, a Warrant Certificate, if
countersigned by the Warrant Agent, may be exercised in whole or in part by
providing certain information set forth on the reverse side of the Warrant
Certificate and, unless otherwise provided pursuant to Section 2.1, by paying in
full (in cash or by certified or official bank check in New York Clearing House
funds or by bank wire transfer in immediately available funds), in United States
dollars, the Warrant Price for the Shares as to which the Warrant Certificate is
exercised, to the Warrant Agent at its corporate trust office at the address set
forth in the Warrant Agreement. The payment must specify the name of the holder
and the number of Warrants exercised by such holder. Warrants will be deemed to
have been exercised upon receipt by the Warrant Agent of the Warrant Price and
the Warrant Certificate properly completed and duly executed by the registered
holder or holders thereof or by the duly appointed legal representative thereof
or by a duly authorized attorney, such signature to be guaranteed (under the
Medallion Program) by a bank or trust company, by a broker or dealer which is a
member of the National Association of Securities Dealers, Inc. ("NASD") or by a
member of a national securities exchange. If the Warrant Agent receives moneys
in payment of the Warrant Price, the Warrant Agent shall deposit all funds
received by it in the account of the Company maintained with it for such
purpose. If the Warrant Agent receives consideration other than moneys for
Warrants, the



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Warrant Agent shall deliver such consideration directly to the Company. In
either case, the Warrant Agent shall advise the Company [and the Co-Issuer] by
telex or telecopy at the end of each day as to the Warrant Certificates that
have been exercised and the amount of moneys deposited to its account or the
type and amount of other consideration to be delivered to it.

              (b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company [and the Co-Issuer] of (i) the number of
Warrants exercised, (ii) the instructions of each holder of the Warrant
Certificates evidencing such Warrants with respect to delivery of the Shares to
which such holder is entitled upon such exercise, (iii) delivery of Warrant
Certificates evidencing the balance, if any, of the Warrants remaining after
such exercise and (iv) such other information as the Company [and the Co-Issuer]
shall reasonably require.

              (c) As soon as practicable after receipt of payment of the Warrant
Price and the Warrant Certificate properly completed and duly executed at the
corporate trust office of the Warrant Agent, the Company shall issue or deliver,
upon the order of the holder of such Warrant Certificate, the Shares in
authorized denominations to which such holder is entitled, in fully registered
form in such name or names as maybe directed by such holder, and if such Warrant
Certificate was not exercised in full, upon request of the holder a new Warrant
Certificate evidencing the number of Warrants remaining unexercised shall be
issued if sufficient time remains prior to the Expiration Date. [Simultaneously,
the Co-Issuer shall enter into a Preferred Stock Guarantee Agreement with
respect to the Shares to which such holder is entitled, and if such Warrant
Certificate was not exercised in full, upon request of the holder, shall execute
and deliver together with the Company the above-mentioned new Warrant
Certificate evidencing the


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number of Warrants remaining unexercised shall be issued if sufficient time
remains prior to the Expiration Date.]

              (d) The Company [and the Co-Issuer] shall not be required to
pay any tax or taxes which may be payable in respect of any transfer involved in
the issue of any Warrant Certificates or any certificates for Shares in a name
other than the registered holder of a Warrant Certificate surrendered upon the
exercise of a Warrant, and the Company [and the Co-Issuer] shall not be required
to issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company [and the
Co-Issuer] the amount of such tax or shall have established to the satisfaction
of the Company [and the Co-Issuer] that such tax has been paid.

                                    Article 3

                     Other Provisions Relating to Rights of
                        Holders of Warrant Certificates

              Section 3.1 No Rights as Securityholders Conferred by Warrant
Certificates. No Warrant Certificate shall entitle the holder thereof to any of
the rights of a stockholder of the Company, [or to any rights to guarantee
payments by the Co-Issuer] including the right to receive the payment of
dividends on or vote the Shares.

              Section 3.2 Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Company [, the Co-Issuer] and the Warrant
Agent of evidence reasonably


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satisfactory to them of the ownership and the loss, theft, destruction or
mutilation of the Warrant Certificate, and of such security or indemnity as may
be required by them to save each of them harmless, and, in the case of
mutilation, upon surrender thereof to the Warrant Agent for cancellation, then,
in the absence of notice to the Company [, the Co-Issuer] or the Warrant Agent
that such Warrant Certificate has been acquired by a bona fide purchaser, the
Company [and the Co-Issuer] shall execute, and an authorized officer of the
Warrant Agent shall manually countersign and deliver, in exchange for or in lieu
of the lost, stolen or destroyed or mutilated Warrant Certificate, a new Warrant
Certificate of the same tenor and for a like number of Warrants. Upon the
issuance of any new Warrant Certificate under this Section, the Company [and the
Co-Issuer] may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense (including the fees and expenses of the Warrant Agent) in connection
therewith. Every substitute Warrant Certificate executed and delivered pursuant
to this Section in lieu of any lost, stolen or destroyed Warrant Certificate
shall constitute an additional contractual obligation of the Company [and the
Co-Issuer], whether or not the lost, stolen or destroyed Warrant Certificate
shall be at any time enforceable by anyone, and shall be entitled to the
benefits of this Agreement equally and proportionately with any and all other
Warrant Certificates duly executed and delivered hereunder. The provisions of
this Section are exclusive and shall preclude (to the extent lawful) any and all
other rights or remedies with respect to the replacement of mutilated, lost,
stolen or destroyed Warrant Certificates.

              Section 3.3 Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of any
Warrant Certificate, without the consent of the Warrant Agent, the holder of any
Shares or the holder of any other Warrant


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Certificate, may, in his or her own behalf and for his or her own benefit,
enforce, and may institute and maintain any action or proceeding against the
Company [and the Co-Issuer] to enforce or otherwise in respect of, his or her
right to exercise his or her Warrant Certificate in the manner provided in his
or her Warrant Certificate and in his or her Agreement.

              Section 3.4 Call of Warrants by the Company. If so provided in the
Warrant Agreement, the Company shall have the right to call and repurchase any
or all Warrants at the price (the "Call Price") and on or after the date (the
"Call Date") and upon the terms (the "Call Terms") as shall be established from
time to time in or pursuant to the Warrant Agreement before the issuance of such
Warrants, or to resolutions of the Board of Directors of the Company. Notice of
such Call Price, Call Date and Call Terms shall be given to registered holders
of Warrants in writing by the Company or the Warrant Agent.

              Section 3.5 Optional Reduction of Warrant Price. Subject to the
limits, if any, established from time to time by the Board of Directors of the
Company or in the Warrant Agreement, the Company shall have the right, at any
time or from time to time, voluntarily to reduce the then current Warrant Price
to such amount (the "Reduced Warrant Price") and for such period or periods of
time, which may be through the close of business on the Expiration Date (the
"Reduced Warrant Price Period"), as may be deemed appropriate by the Board of
Directors of the Company. Notice of any such Reduced Warrant Price and Reduced
Warrant Price Period shall be given to registered holders of Warrants in writing
by the Company or the Warrant Agent. After the termination of the Reduced
Warrant Price Period, the Warrant Price shall be such Warrant Price that would
have been in effect had there been no reduction in the Warrant Price pursuant to
the provisions of this Section 3.5.



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<PAGE>

              Section 3.6 Reservation of Shares. For the purpose of enabling it
to satisfy any obligation to issue Shares upon exercise of Warrants, the Company
will at all times through the close of business on the Expiration Date, reserve
and keep available, free from preemptive rights and out of its aggregate
authorized but unissued or treasury shares of Preferred Stock, the number of
Shares deliverable upon the exercise of all outstanding Warrants, and the
transfer agent for the shares is hereby irrevocably authorized and directed at
all times to reserve such number of authorized and unissued or treasury shares
of Preferred Stock as shall be required for such purpose. The Company will keep
a copy of this Agreement on file with such transfer agent and with every
transfer agent for any shares of the Company's capital stock issuable upon the
exercise of Warrants. The Warrant Agent is hereby irrevocably authorized to
requisition from time to time from such transfer agent stock certificates
issuable upon exercise of outstanding Warrants, and the Company will supply such
transfer agent with duly executed stock certificates for such purpose.

              Before taking any action that would cause an adjustment pursuant
to Section 3.7 reducing the Exercise Price below the then par value (if any) of
the Shares issuable upon exercise of the Warrants, the Company will take any
corporate action that may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and nonassessable
Shares at the Exercise Price as so adjusted.

              The Company covenants that all Shares issued upon exercise of the
Warrants will, upon issuance in accordance with the terms of this Agreement, be
fully paid and nonassessable and free from all taxes, liens, charges and
security interests created by or imposed upon the Company with respect to the
issuance and holding thereof.



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<PAGE>

              Section 3.7 [Intentionally omitted].

              Section 3.8 Adjustment of Exercise Price and Number of Shares
Purchasable or Number of Warrants. The Exercise Price, the number of Shares
purchasable upon the exercise of each Warrant and the number of Warrants
outstanding are subject to adjustment from time to time upon the occurrence of
the events enumerated in this Section 3.8.

              (a) If the Company shall (i) pay a dividend on its capital stock
(including Preferred Stock) in shares of Stock, (ii) subdivide its outstanding
shares of Preferred Stock (iii) combine its outstanding shares of Preferred
Stock into smaller number of shares of Preferred Stock or (iv) issue any shares
of its capital stock in a reclassification of the Preferred Stock (including any
such reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), the number of Shares purchasable upon
exercise of each Warrant immediately prior thereto shall be adjusted so that the
holder of each Warrant shall be entitled to receive the kind and number of
Shares or other securities of the Company which such holder would have owned or
have been entitled to receive after the happening of any of the events described
above, had such Warrant been exercised immediately prior to the happening of
such event or any record date with respect thereto. An adjustment made pursuant
to this paragraph (a) shall become effective immediately after the effective
date of such event retroactive to the record date, if any, for such event.

              (b) In the event of any capital reorganization or any
reclassification of the Preferred Stock (except as provided in paragraph (a)
above or paragraph (h) below), any holder of Warrants upon exercise thereof
shall be entitled to receive, in lieu of the Preferred Stock to which he or she
would have become entitled upon exercise immediately prior to such



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<PAGE>

reorganization or reclassification, the shares (of any class or classes) or
other securities or property of the Company that he or she would have been
entitled to receive at the same aggregate Exercise Price upon such
reorganization or reclassification if his or her Warrants had been exercised
immediately prior thereto; and in any such case, appropriate provision (as
determined in good faith by the Board of Directors of the Company, whose
determination shall be conclusive and shall be evidenced by a resolution filed
with the Warrant Agent) shall be made for the application of this Section 3.8
with respect to the rights and interests thereafter of the holders of Warrants
(including the allocation of the adjusted Warrant Price between or among shares
of classes of capital stock), to the end that this Section 3.8 (including the
adjustments of the number of shares of Preferred Stock or other securities
purchasable and the Warrant Price thereof) shall thereafter be reflected, as
nearly as reasonably practicable, in all subsequent exercises of the Warrants
for any shares or securities or other property thereafter deliverable upon the
exercise of the Warrants.

              (c) Except for adjustments required by paragraph (h) hereof, no
adjustment in the number of Shares purchasable hereunder shall be required
unless such adjustment would require an increase or decrease of at least one
percent (1%) in the number of Shares purchasable upon the exercise of each
Warrant; provided, however, that any adjustments which by reason of this
paragraph (c) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations shall be made to the
nearest cent and to the nearest one-hundredth of a Share, as the case may be.

              (d) Whenever the number of Shares purchasable upon the exercise of
each Warrant is adjusted as herein provided (whether or not the Company then or
thereafter elects to issue additional Warrants in substitution for an adjustment
in the number of Shares as provided


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<PAGE>

in paragraph (f), the Exercise Price payable upon exercise of each Warrant shall
be adjusted by multiplying such Exercise Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the number of Shares
purchasable upon the exercise of each Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Shares so
purchasable immediately thereafter.

              (e) For the purpose of this Section 3.8, the term "shares of
Stock" shall mean (i) the class of stock designated as the Preferred Stock of
the Company at the date of this Agreement, or (ii) any other class of stock
resulting from successive changes or reclassification of such shares consisting
solely of changes in par value, from par value to no par value, or from no par
value to par value. If at any time, as a result of an adjustment made pursuant
to paragraph (a) or (b) above, the holders of Warrants shall become entitled to
purchase any shares of the Company other than shares of Stock, thereafter the
number of such other shares so purchasable upon exercise of each Warrant and the
Exercise Price of such shares shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the provisions
with respect to the Shares contained in paragraphs (a) through (d), inclusive,
above, and the provisions of Section 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with
respect to the Shares, shall apply on like terms to any such other shares.

              (f) The Company may elect, on or after the date of any adjustment
required by paragraphs (a) through (b) of this Section 3.8, to adjust the number
of Warrants in substitution for an adjustment in the number of Shares
purchasable upon the exercise of a Warrant. Each of the Warrants outstanding
after such adjustment of the number of Warrants shall be exercisable for the
same number of shares as immediately prior to such adjustment. Each Warrant held
of record prior to such adjustment of the number of Warrants shall become that
number of Warrants



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<PAGE>

(calculated to the nearest hundredth) obtained by dividing the Warrant Price in
effect prior to adjustment of the Warrant Price by the Warrant Price in effect
after adjustment of the Warrant Price. The Company shall notify the holders of
Warrants in the same manner as provided in the first paragraph of Section 3.10,
of its election to adjust the number of Warrants, indicating the record date for
the adjustment, and, if known at the time, the amount of the adjustment to be
made. This record date may be the date on which the Exercise Price is adjusted
or any day thereafter. Upon each adjustment of the number of Warrants pursuant
to this paragraph (f) the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Warrants on such record date Warrant
Certificates evidencing, subject to Section 3.9, the additional Warrants to
which such holders shall be entitled as a result of such adjustment, or, at the
option of the Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Warrant Certificates held by such
holders prior to the date of adjustment, and upon surrender thereof, if required
by the Company, new Warrant Certificates evidencing all the Warrants to be
issued, executed and registered in the manner specified in Section 1.3 and
Article 4 (and which may bear, at the option of the Company, the adjusted
Exercise Price) and shall be registered in the names of the holders of record of
Warrant Certificates on the record date specified in the notice.

              (g) Except as provided in paragraph (a) of this Section 3.8, no
adjustment in respect of any dividends shall be made during the term of a
Warrant or upon the exercise of a Warrant.

              (h) In case of any consolidation of the Company with or merger of
the Company into another corporation or in case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, the Company or such


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<PAGE>

successor or purchasing corporation, as the case may be, shall execute with the
Warrant Agent [and the Co-Issuer] an agreement that each holder of a Warrant
shall have the right thereafter upon payment of the Warrant Price in effect
immediately prior to such action to purchase upon exercise of each Warrant the
kind and amount of shares and other securities and property which he or she
would have owned or have been entitled to receive after the happening of such
consolidation, merger, sale or conveyance had such Warrant been exercised
immediately prior to such action. The Company shall mail by first class mail,
postage prepaid, to each holder of a Warrant, notice of the execution of any
such agreement. Such agreement shall provide for adjustments, which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Section 3.8. The provisions of this paragraph (h) shall similarly apply to
successive consolidations, mergers, sales or conveyances. The Warrant Agent
shall be under no duty or responsibility to determine the correctness of any
provisions contained in any such agreement relating either to the kind or amount
of shares of stock or other securities or property receivable upon exercise of
Warrants or with respect to the method employed and provided therein for any
adjustments and shall be entitled to rely upon the provisions contained in any
such agreement.

              (i) Irrespective of any adjustments in the Exercise Price or the
number or kind of shares purchasable upon the exercise of the Warrants, Warrants
theretofore or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the Warrants initially issuable
pursuant to this Agreement.



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<PAGE>

              Section 3.9 Fractional Warrants and Fractional Shares.

              (a) The Company [and the Co-Issuer] shall not be required to issue
fractions of Warrants on any distribution of Warrants to holders of Warrant
Certificates or to distribute Warrant Certificates that evidence fractional
Warrants. In lieu of such fractional Warrants, there shall be paid to the
registered holder of the Warrant Certificates with regard to which such
fractional Warrants would otherwise be issuable, an amount in cash equal to the
same fraction of the current market value of a full Warrant. For purposes of
this Section 3.9, the current market value of a Warrant shall be the closing
price of one Warrant (as determined pursuant to paragraph (c) below) for the
trading day immediately prior to the date on which such fractional Warrant would
have been otherwise issuable.

              (b) Notwithstanding any adjustment pursuant to this Section 3.9 in
the number of Shares purchasable upon the exercise of a Warrant, the Company
shall not be required to issue, and the Co-Issuer shall not be required to
guarantee, fractions of Shares upon exercise of the Warrants or to distribute
certificates which evidence fractional Shares. In lieu of fractional Shares,
there shall be paid to the registered holders of Warrant Certificates at the
time such Warrant Certificates are exercised as herein provided an amount in
cash equal to the same fraction of the current market value of a share of
Preferred Stock. For purposes of this Section 3.9, the current market value of a
share of Preferred Stock shall be the closing price of a share of Preferred
Stock (as determined pursuant to paragraph (c) below) for the trading day
immediately prior to the date of such exercise.

              (c) The closing price for each day shall be the last sale price,
regular way, or, if no such sale takes place on such day, the average of the
closing bid and asked prices, regular


                                       16
<PAGE>

way, for such day, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Warrants or Stock, as the case
may be, is not listed or admitted to trading on such exchange, as reported on
the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the
Warrants or Preferred Stock, respectively, is listed or admitted to trading, or
if the Warrants or Preferred Stock, as the case may be, is not listed or
admitted to trading on any national securities exchange, as reported on Nasdaq
National Market or, if the Warrants or Stock, as the case may be, is not listed
or admitted to trading on the Nasdaq National Market, as reported on Nasdaq.

              Section 3.10 Notices to Warrantholders. Upon any adjustment of the
number of Shares purchasable upon exercise of each Warrant, the Warrant Price or
the number of Warrants outstanding, the Company within 20 calendar days
thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a
firm of independent public accountants of recognized standing selected by the
Company (who may be the regular auditors of the Company) setting forth the
Warrant Price and either the number of Shares purchasable upon exercise of each
Warrant or the additional number of Warrants to be issued for each previously
outstanding Warrant, as the case may be, after such adjustment and setting forth
in reasonable detail the method of calculation and the facts upon which such
adjustment was made, which certificate shall be conclusive evidence of the
correctness of the matters set forth therein, and (ii) cause to be given to each
of the registered holders of the Warrant Certificates at such holder's address
appearing on the Warrant Register written notice of such adjustments by first
class mail, postage prepaid. Where appropriate, such notice may be given in
advance and included as part of the notice required to be mailed under the other
provisions of this Section 3.10.



                                       17
<PAGE>

              The Company shall cause written notice of any later Distribution
Date, any later Expiration Date, any Call Price, Call Date and Call Terms and
any Reduced Exercise Price and Reduced Exercise Price Period, as the case may
be, to be given as soon as practicable to the Warrant Agent and to each of the
registered holders of the Warrant Certificates by first class mail, postage
prepaid, at such holder's address appearing on the Warrant Register. In addition
to the written notice referred to in the preceding sentence, the Company shall
make a public announcement in a daily morning newspaper of general circulation
in New York City of such earlier Distribution Date, such later Expiration Date,
such Call Price, Call Date and Call Terms and such Reduced Exercise Price and
Reduced Exercise Price Period, as the case may be, at least once prior to the
implementation of such terms.

              If:

              (a) the Company shall declare any dividend payable in any
         securities upon its shares of Preferred Stock or make any distribution
         (other than a cash dividend) to the holders of is shares of Preferred
         Stock, or

              (b) the Company shall offer to the holders of its shares of
         Preferred Stock any additional shares of Preferred Stock or securities
         convertible into shares of Preferred Stock or any right to subscribe
         thereto, or

              (c) there shall be a dissolution, liquidation or winding up of the
         Company (other than in connection with a consolidation, merger or sale
         of all or substantially all of its property, assets and business as an
         entirety),



                                       18
<PAGE>

              the Company shall cause written notice of such event to be filed
with the Warrant Agent and shall cause written notice of such event to be given
to each of the registered holders of the Warrant Certificates as such holder's
address appearing on the Warrant Register, by first class mail, postage prepaid,
and make a public announcement in a daily newspaper of general circulation in
New York City of such event, such giving of notice and publication to be
completed at least 10 calendar days (or 20 calendar days in any case specified
in clause (c) above) prior to the date fixed as a record date or the date of
closing the transfer books for the determination of the stockholders entitled to
such dividend, distribution or subscription rights, or for the determination of
stockholders entitled to vote on such proposed dissolution, liquidation or
winding up. Such notice shall specify such record date or the date of closing
the transfer books, as the case may be. The failure to give the notice required
by this Section 3.10 or any defect therein shall not affect the legality or
validity of any distribution, right, warrant, dissolution, liquidation or
winding up or the vote upon or any other action taken in connection therewith.

                                   Article 4

                  Exchange and Transfer of Warrant Certificates

              Section 4.1 Exchange and Transfer. Upon surrender at the corporate
trust office of the Warrant Agent, Warrant Certificates evidencing Warrants may
be exchanged for Warrant Certificates in other denominations evidencing such
Warrants and the transfer of Warrants may be registered in whole or in part;
provided that such other Warrant Certificates shall evidence the same aggregate
number of Warrants as the Warrant Certificates surrendered for exchange or
registration of transfer. The Warrant Agent shall keep, at its corporate trust
office, books in which it shall register Warrant Certificates and exchanges and
transfers of outstanding Warrant


                                       19
<PAGE>

Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at
its corporate trust office for exchange or registration of transfer, properly
completed and duly endorsed and duly signed by the registered holder or holders
thereof or by the duly appointed legal representative thereof or by a duly
authorized attorney, such signature to be guaranteed (under the Medallion
Program) by (a) a bank or trust company, (b) a broker or dealer that is a member
of the Nasdaq or (c) a member of a national securities exchange and accompanied
by appropriate instruments of registration of transfer and written instructions
for transfer, all in form satisfactory to the Company [, the Co-Issuer] and the
Warrant Agent. No service charge shall be made for any exchange or registration
of transfer of Warrant Certificates, but the Company [and the Co-Issuer] may
require payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange or
registration of transfer. Whenever any Warrant Certificates are surrendered for
exchange or registration of transfer, an authorized officer of the Warrant Agent
shall mutually countersign and deliver to the person or persons entitled thereto
a Warrant Certificate or Warrant Certificate duly authorized and executed by the
Company [and the Co-Issuer], as so requested. The Warrant Agent shall not be
required to effect any exchange or registration of transfer that will result in
the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a
number of full Warrants and a fraction of a Warrant. All Warrant Certificates
issued upon any exchange or registration of transfer of Warrant Certificates
shall be the valid obligations of the Company [and the Co-Issuer], evidencing
the same obligations and entitled to the same benefits under this Agreement as
the Warrant Certificates surrendered for such exchange or registration of
transfer.

              Section 4.2 Treatment of Holders of Warrant Certificates. Every
holder of a Warrant Certificate, by accepting the same, consents and agrees with
the Company, [the Co-


                                       20
<PAGE>

Issuer,] the Warrant Agent and with every subsequent holder of such Warrant
Certificate that, until the transfer of the Warrant Certificate is registered on
the books of the Warrant Agent, the Company [, the Co-Issuer] and the Warrant
Agent may treat the registered holder as the absolute owner thereof for any
purpose and as the person entitled to exercise the rights represented by the
Warrants evidenced thereby, any notice to the contrary notwithstanding.

              Section 4.3 Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exercise, registration of transfer or exchange
shall, if surrendered to the Company, be delivered to the Warrant Agent, and all
Warrant Certificates surrendered or so delivered to the Warrant Agent shall be
promptly canceled by the Warrant Agent and shall not be reissued and, except as
expressly permitted by this Agreement, no Warrant Certificate shall be issued
hereunder in lieu thereof. The Warrant Agent shall deliver to the Company from
time to time, or otherwise dispose of, canceled Warrant Certificates in manner
satisfactory to the Company [and the Co-Issuer].

                                   Article 5

                          Concerning the Warrant Agent

              Section 5.1 Warrant Agent. The Company [and the Co-Issuer] hereby
appoint[s] the Warrant Agent as the Warrant Agent of the Company [and the
Co-Issuer] in respect of the Warrant Certificates upon the terms and subject to
the conditions herein set forth, and the Warrant Agent hereby accepts such
appointment. The Warrant Agent shall have the powers and authority granted to
and conferred upon it in the Warrant Certificates and by this Agreement, and
such further powers and authority to act on behalf of the Company [and the
Co-Issuer] as the Company [and the Co-Issuer, respectively,] may hereafter grant
to or confer upon it. All of the


                                       21
<PAGE>

terms and provisions with respect to such powers and authority contained in the
Warrant Certificates are subject to and governed by the terms and provisions
hereof.

              Section 5.2 Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following (to all of which the Company [and the Co-Issuer]
agree[s] and to all of which the rights hereunder of the holders from time to
time of the Warrant Certificates shall be subject):

              (a) Performance by the Company [and the Co-Issuer]. The Company
         [and the Co-Issuer each] agree[s] that it will take any corporate
         action that may be reasonably necessary in order to fulfill its
         obligations under this Agreement, and the Warrant Certificates, and
         that it will not take any action that would materially impair its
         ability to perform its obligations under this Agreement and the Warrant
         Certificates.

              (b) Compensation and Indemnification. The Company [and the
         Co-Issuer] agree[s] promptly to pay the Warrant Agent the compensation
         to be agreed upon with the Company [and the Co-Issuer] for all services
         rendered by the Warrant Agent and to reimburse the Warrant Agent for
         reasonable out-of-pocket expenses (including reasonable counsel fees)
         incurred by the Warrant Agent in connection with the services rendered
         hereunder by the Warrant Agent. The Company [and the Co-Issuer] also
         agree[s] to indemnify the Warrant Agent, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on the part of the Warrant Agent, arising out of or in
         connection with its acting as the Warrant Agent hereunder, as well as
         the reasonable costs and expenses of defending against any claim of
         liability in the premises.



                                       22
<PAGE>

              (c) Agent for the Company [and the Co-Issuer]. In acting under
         this Warrant Agreement and in connection with the Warrant Certificates,
         the Warrant Agent is acting solely as an agent of the Company [and the
         Co-Issuer], and the Warrant Agent does not assume any obligation or
         relationship of agency or trust for or with any of the owners or
         holders of the Warrant Certificates.

              (d) Counsel. The Warrant Agent may consult with counsel
         satisfactory to it, and the opinion of such counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in accordance
         with the opinion of such counsel.

              (e) Documents. The Warrant Agent shall be protected and shall
         incur no liability for or in respect of any action taken or thing
         suffered by it in reliance upon any Warrant Certificate, notice,
         direction, consent, certificate, affidavit, statement or other paper or
         document reasonably believed by it to be genuine and to have been
         presented or signed by the proper parties.

              (f) Certain Transactions. The Warrant Agent and its officers,
         directors and employees may buy, sell or deal in any of the Shares or
         other securities of the Company [and the Co-Issuer] and may become the
         owner of, or acquire any interest in, any Warrant Certificates, with
         the same rights that it or they would have if it were not the Warrant
         Agent hereunder, and, to the extent permitted by applicable law, they
         may engage or be interested in any financial or other transaction with
         the Company [and the Co-Issuer] and may act on, or as depositary,
         trustee or agent for, any committee or body of holders of the




                                       23
<PAGE>

         Shares or other obligations of the Company [and the Co-Issuer] as
         freely as if it were not the Warrant Agent.

              (g) No Liability for Interest. Except as set forth in the Warrant
         Agreement, the Warrant Agent shall not be under any liability for
         interest on any moneys or other consideration at any time received by
         it pursuant to any of the provisions of this Agreement or of the
         Warrant Certificates.

              (h) No Liability for Invalidity. The Warrant Agent shall not incur
         any liability with respect to the validity of this Agreement or any of
         the Warrant Certificates.

              (i) No Responsibility for Representations. The Warrant Agent shall
         not be responsible for any of the recitals or representations contained
         herein or in the Warrant Certificates (except the Warrant Agent shall
         be responsible for any representations of the Warrant Agent herein and
         for its countersignature on the Warrant Certificates), all of which are
         made solely by the Company [or the Co-Issuer, as the case may be].

              (j) No Implied Obligations. The Warrant Agent shall be obligated
         to perform such duties as are herein and in the Warrant Certificates
         specifically set forth, but no implied duties or obligations shall be
         read into this Agreement or the Warrant Certificates against the
         Warrant Agent. The Warrant Agent shall not be under any obligation to
         take any action hereunder which may tend to involve it in any expense
         or liability, the payment of which within a reasonable time is not, in
         its reasonable opinion, assured to it. The Warrant Agent shall not be
         accountable or under any duty or responsibility for the use by the
         Company of any of the Warrant Certificates authenticated by the Warrant
         Agent and delivered by it to the Company pursuant to this Agreement or
         for the


                                       24
<PAGE>

         application or by the Company [and the Co-Issuer] of the proceeds of
         the Warrant Certificates. The Warrant Agent shall have no duty or
         responsibility in case of any default by the Company [of the Co-Issuer]
         in the performance of its covenants or agreements contained in the
         Warrant Certificates or in the case of the receipt of any written
         demand from a holder or a Warrant Certificate with respect to such
         default, including any duty or responsibility to initiate or attempt to
         initiate any proceedings at law or otherwise or to make any demands
         upon the Company [or the Co-Issuer].

              (k) Instructions. The Warrant Agent is hereby authorized and
         directed to accept instructions with respect to the performance of its
         duties hereunder from the Chairman of the Board, the Chief Executive
         Officer, the President, any Vice President, the Treasurer, the
         Secretary or any Assistant Secretary of the Company [and the Co-Issuer,
         respectively], and to apply to such officers for advice or instructions
         in connection with its duties, and shall not be liable for any action
         taken or suffered to be taken by it in good faith in accordance with
         instructions of any such officer or in good faith reliance upon any
         statement signed by any one of such officer of the Company [or of the
         Co-Issuer] with respect to any fact or matter (unless other evidence in
         respect thereof is herein specifically prescribed) which may be deemed
         to be conclusively proved and established by such signed statement.

              Section 5.3 Registration and Appointment of Successor Warrant
         Agent.

              (a) The Company [and the Co-Issuer] agree, for the benefit of the
holders from time to time of the Warrant Certificates, that at all times there
shall be a Warrant Agent hereunder until all the Warrant Certificates are no
longer exercisable.



                                       25
<PAGE>

              (b) The Warrant Agent may at any time resign as such agent by
giving written notice to the Company [and the Co-Issuer] of such intention on
its part, specifying the date on which its desired resignation shall become
effective; provided that such date shall not be less than 60 days after the date
on which such notice is given unless the Company [and the Co-Issuer] agree[s] to
accept less notice. The Warrant Agent may be removed at any time by the filing
with it of an instrument in writing signed by or on behalf of the Company [and
the Co-Issuer] and specifying such removal and the date when it shall become
effective. Such resignation or removal shall take effect upon the appointment by
the Company [and the Co-Issuer], as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company organized and doing business under
the laws of the United States of America or of any State, in good standing, and
authorized under such laws to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent. Upon its
resignation or removal, the Warrant Agent shall be entitled to the payment by
the Company [and the Co-Issuer] of the compensation agreed to under Section
5.2(b) hereof for, and to the reimbursement of all reasonable out-of-pocket
expenses incurred in connection with, the services rendered hereunder by the
Warrant Agent.

              (c) If at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or shall file a petition seeking relief under the Federal Bankruptcy
Code, as now constituted or hereafter amended, or under any other applicable
federal or state bankruptcy law or similar law or make an assignment for the
benefit of its creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian of it or of all or any substantial part of its property


                                       26
<PAGE>

shall be appointed, or if an order of any court shall be entered for relief
against it under the Federal Bankruptcy Code, as now constituted or hereafter
amended, or under any other applicable federal or state bankruptcy or similar
law or if any public officer shall have taken charge or control of the Warrant
Agent or of its property or affairs, for the purpose of rehabilitation,
conservation or liquidation, a successor Warrant Agent, qualified in accordance
with the terms of this Agreement, shall be appointed by the Company [and the
Co-Issuer] by an instrument in writing, filed with the successor Warrant Agent.
Upon the appointment of a successor Warrant Agent and acceptance by the latter
of such appointment, the Warrant Agent so superseded shall cease to be the
Warrant Agent hereunder.

              (d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company [and the
Co-Issuer] an instrument accepting such appointment hereunder, and thereupon
such successor Warrant Agent, without any further act, deed or conveyance, shall
become vested with all the authority, rights, powers, trusts, immunities, duties
and obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be entitled to receive, all
moneys, securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.

              (e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that is shall be



                                       27
<PAGE>

qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of the parties hereto.

                                    Article 6

                                  Miscellaneous

              Section 6.1 Supplements and Amendments. This Agreement may be
amended or supplemented from time to time by the parties hereto, without the
consent of the holder of any Warrant Certificate, for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision
contained herein, or in regard to matters or questions arising under this
Agreement as the Company [, the Co-Issuer] and the Warrant Agent may deem
necessary or desirable, provided such action shall not adversely affect the
interest of the holders of the Warrant Certificates.

              Section 6.2 Notices and Demands to the Company and Warrant Agent.
If the Warrant Agent shall receive any notice or demand addressed to the Company
[or the Co-Issuer] by the holder of a Warrant Certificate pursuant to the
provisions of the Warrant Certificates, the Warrant Agent shall promptly forward
such notice or demand to the Company [or the Co-Issuer, as applicable].

              Section 6.3 Addresses. Any communication to the Warrant Agent with
respect to this Agreement shall be addressed to the address set forth in the
Warrant Agreement, and any such communication to the Company [and the Co-Issuer]
shall be addressed to the Company at the following address:



                                       28
<PAGE>

              Viacom Inc.
              [or Viacom International Inc.]
              1515 Broadway
              New York, New York 10036
              Attention: [      ]

or such other address as shall be specified in writing by the Warrant Agent or
by the Company [or the Co-Issuer].

              Section 6.4 Delivery of Prospectus. If the Company [and the
Co-Issuer] [are/is] required under applicable federal or state securities laws
to deliver a prospectus upon exercise of Warrants, the Company [and the
Co-Issuer] will furnish to the Warrant Agent sufficient copies of a prospectus,
and the Warrant Agent agrees that upon the exercise of any Warrant Certificate
by the holder thereof, the Warrant Agent will deliver to such holder, prior to
or concurrently with the delivery of the Shares issued upon such exercise, a
copy of the prospectus.

              Section 6.5 Obtaining of Governmental Approvals. The Company [and
the Co-Issuer] will from time to time take all action that may be necessary to
obtain and keep effective any and all permits, consents and approvals of
governmental agencies and authorities and securities acts filings under federal
and state laws, which may be or become requisite in connection with the
issuance, sale, transfer and delivery of the Warrant Certificates, the exercise
of the Warrants, and the issuance, sale, transfer and delivery of the Shares
issued upon exercise of the Warrants or upon the expiration of the period during
which the Warrants are exercisable.

              Section 6.6 Persons Having Rights under Warrant Agreement. Nothing
in this Agreement is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the Company, [the Co-Issuer,] the
Warrant Agent and the holders of the Warrant Certificates, any right, remedy or
claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise or agreement hereof. All covenants, conditions,



                                       29
<PAGE>

stipulations, promises and agreements contained in this Agreement shall be for
the sole and exclusive benefit of the Company, [the Co-Issuer,] the Warrant
Agent and their successors and of the holders of the Warrant Certificates.

              Section 6.7 Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

              Section 6.8 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

              Section 6.9 Inspection of Agreement. A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Warrant Agent for inspection by the holder of any Warrant
Certificate. The Warrant Agent may require such holder to submit his Warrant
Certificate for inspection by it.

              Section 6.10 Governing Law. This Agreement and each Warrant
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of New York and for all purposes shall be construed in
accordance with the laws of such State.

              Section 6.11 Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company [, the Co-Issuer] or the Warrant
Agent shall bind and inure to the benefit of their respective successors and
assigns hereunder.

                                       30
<PAGE>

              Section 6.12 Termination. This Agreement shall terminate at the
close of business on the Expiration Date. Notwithstanding the foregoing, this
Agreement will terminate on any earlier date when the Warrants have been
exercised.




                                       31