EXHIBIT 4.11

                                                                         FORM OF
                                                          DEBT WARRANT AGREEMENT



                                   VIACOM INC.



                                       AND



                 _____________________________________________,



                                  Warrant Agent




                            _________________________




                             DEBT WARRANT AGREEMENT



                          ____________________________


                          Providing for the Issuance of

                %[Notes/Debentures] Due         Purchase Warrants





                         Dated as of ____________, 20__





<PAGE>

                                WARRANT AGREEMENT



          THIS DEBT WARRANT AGREEMENT is entered into as of, 20__ between Viacom
Inc., a corporation incorporated under the laws of Delaware (the "Company") and
_____________________, a ________ incorporated under the laws of ____________
(the "Agent").

                              W I T N E S S E T H:

          WHEREAS,  the Company  proposes to issue ____ Warrants, each Warrant
entitling the registered owner thereof to purchase ___% [Notes/Debentures] Due
______ of the Company at the price and upon the terms and conditions herein set
forth; and

          WHEREAS, the Company is duly authorized to issue the Warrants as
provided in this Agreement; and

          WHEREAS, all things necessary have been done and performed to make the
Warrants when duly authenticated by the Agent and issued as provided for in this
Agreement legally valid and binding obligations of the Company with the benefits
and subject to the terms of this Agreement.

          NOW, THEREFORE, for good and valuable consideration mutually given and
received, the receipt and sufficiency thereof is hereby acknowledged, it is
hereby agreed and declared as follows:


                                    ARTICLE I
                                   DEFINITIONS

          SECTION 1.1. Definitions. Except as otherwise expressly provided or
unless the context otherwise requires, the terms defined in this Section 1.1
shall for all purposes of this Agreement, have the meanings herein specified,
the following definitions to be equally applicable to both the singular and
plural forms of any of the terms herein defined:

          The term "Agent" shall mean _____________, a _________ incorporated
     under the laws of ____________ or its lawful successors from time to time
     appointed in accordance with this Agreement.

          The term "Agreement" shall mean this Debt Warrant Agreement between
     the Company and the Agent, as such agreement is originally executed or as
     it may from time to time be supplemented, modified or amended as provided
     herein.

          The term "Business Day" shall mean any day which is not a Saturday or
     Sunday or which in the City of New York or ____________ is neither a legal
     holiday nor a day on which banking institutions are authorized by law or
     regulation to close.
<PAGE>

          The term "Company" shall mean Viacom Inc., a Delaware corporation,
     until a successor entity shall have become such pursuant to the applicable
     provisions of this Agreement and thereafter the term "Company" shall mean
     such successor entity.

          The term "Event of Default" shall mean any event specified as such in
     Section 6.1 hereof. An Event of Default shall "exist" if an Event of
     Default shall have occurred and be continuing.

          The term "Exercise Date" shall mean each date during the Exercise
     Period on which [Notes/Debentures] are purchased by a Registered Owner
     through the exercise of all or a portion of its Warrants.

          The term "Exercise Form" shall mean the form designated Exercise Form
     attached as Annex II to each Warrant.

          The term "Exercise Period" shall mean the period commencing at 9:00
     A.M. (_____ time) on _____________, 20__ and ending at 4:00 P.M. (_________
     time) on _____________, _____.

          The term "Exercise Price" shall have the meaning accorded such term in
     Section 2.1 of this Agreement.

          The term "Indenture" shall mean that certain Indenture dated as of
     ___________ between the Company and ___________, as trustee, as such
     Indenture was originally executed or as it may from time to time be
     supplemented, modified or amended in accordance with the terms thereof.

          The term "[Notes/Debentures]" means any or all, as the case may be, of
     the Company's ___% [Notes/Debentures] Due ___________, authenticated and
     delivered as provided in the Indenture.

          The term "Notice of Intent to Exercise" shall have the meaning
     accorded thereto in Section 4.1 of this Agreement. The form of Notice of
     Intent to Exercise is attached as Annex I to each Warrant.

          The term "Outstanding" when used with reference to the Warrants shall
     mean, as of the date of determination, all Warrants theretofore
     authenticated and delivered under this Agreement, except:

                         (a) Warrants theretofore canceled by the Agent or
                    delivered to the Agent for cancelation and

                         (b) Warrants in exchange for or in lieu of which other
                    Warrants shall have been authenticated and delivered under
                    this Agreement.

          The term "Person" shall mean an individual, a corporation, a
     partnership, a joint venture, an association, a joint stock company, a
     trust, an unincorporated organization, or a government or any agency,
     authority or political subdivision thereof.

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<PAGE>

          The term "Register" shall mean the books for the registration and
     transfer of Warrants which books are kept by the Agent pursuant to Section
     3.1 hereof.

          The term "Time of Expiry" means 4:00 p.m., _________ time, on
     ____________, 20__.

          The term "Warrantholders" or "Registered Owners" means the persons
     from time to time who are registered owners of the Warrants.

          The term "Warrantholders' Request" means an instrument signed in one
     or more counterparts by the Warrantholders entitled to purchase in the
     aggregate not less than a majority of the aggregate principal amount of
     [Notes/Debentures] which could be purchased pursuant to all Warrants then
     Outstanding requesting the Agent to take some action or proceeding
     specified therein.

          The term "Warrants" means the ___% [Notes/Debentures] Due 20__
     Purchase Warrants issued hereunder pursuant to which Warrantholders have
     the right to purchase [Notes/Debentures] on the terms and conditions herein
     set forth.

          The term "Written Order of the Company" and "Written Consent of the
     Company" mean, respectively, a written order or consent signed in the name
     of the Company by any one of its officers and may consist of one or more
     instruments so executed.


                                   ARTICLE II
                              ISSUANCE OF WARRANTS

         SECTION 2.1. Issuance And Terms Of Warrants. The issuance of Warrants
entitling the Registered Owners thereof to purchase up to an aggregate of not
more than [U.S. $/Specified Currency]_______ in principal amount of the
[Notes/Debentures] is hereby authorized. The Warrants are hereby designated as
the "[Notes/Debentures] Due Purchase Warrants." The Warrants shall be delivered
by the Company to the Agent to be authenticated by the Agent and delivered in
accordance with the Written Order of the Company. The Warrants shall be dated
________, 20__ and shall be issuable in fully registered form and in
denominations that permit the purchase upon exercise of [U.S. $/Specified
Currency]_______ principal amount of [Notes/Debentures] and any integral
multiples thereof.

          The Warrants shall be exercisable on any Business Day during the
Exercise Period. Each Warrant in the denomination of [U.S. $/Specified Currency]
shall entitle the Registered Owner thereof to exercise such Warrant in
accordance with and pursuant to the terms thereof for the purchase of a
[Note/Debenture] in the principal amount of [U.S. $/Specified Currency] at par
plus interest accrued thereon from _______________, _______, _____ to but not
including, the Exercise Date (the "Exercise Price").

          SECTION 2.2. Form of Warrants. The Warrants shall be in substantially
the form set out in this Section 2.2, with such additional provisions,
omissions, variations or substitutions as are not inconsistent with the
provisions of this Agreement. The Warrants may

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<PAGE>

have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistent herewith, be determined by the
officer executing such Warrants as evidenced by such officer's execution
thereof.


                                 FORM OF WARRANT

          Number R-W-___ _____ Warrant(s) Representing Right to Purchase Up to
[U.S. $/Specified Currency] ________ in Aggregate Principal Amount of ___%
[Notes/Debentures] Due _________.

          This Warrant expires at 4:00 p.m. (_______ time) on [________,
_________] and thereafter will be void and of no value. Notice of the holder's
intent to exercise this Warrant must be given to ________________, as Agent not
later than 4:00 P.M. (________ time) [____________, _____].


                                   VIACOM INC.

                        [NOTE/DEBENTURE] PURCHASE WARRANT

          THIS CERTIFIES THAT, for value received, ____________, the Registered
Owner hereof (herein sometimes called the "Warrantholder") is entitled, upon and
subject to the terms and conditions set forth herein and in the Debt Warrant
Agreement (the "Warrant Agreement") dated as of ___________, ____, ____ between
Viacom Inc. (the "Company") and ______________, as Agent, (the "Agent"), to
purchase at par plus interest accrued thereon, if any, at any time from 9:00
A.M. (___________ time) [____________, _____] to 4:00 P.M. (________ time)
[________________, _____], inclusive (each such date being referred to as an
"Exercise Date") up to [U.S. $/Specified Currency] ___________ in aggregate
principal amount of ___% [Notes/Debentures] Due 0000 (the "[Notes/Debentures]")
of Viacom Inc. (the "Company"), by providing written notice to the Agent of the
Warrantholder's intention to exercise its right to purchase provided for herein
specifying the number of Warrants which the Warrantholder wishes to exercise,
such notice to be provided in the notice form annexed hereto as Annex II not
earlier than 9:00 A.M. (________ time)on [_________________, ____] and not later
than 4:00 P.M. (___________ time) [____________, ___], and by surrendering to
the Agent at its principal office in _____________, ___________ on any Exercise
Date, this Warrant, with the Exercise Form on which this Warrant is exercised,
the [Notes/Debentures] will be delivered as described below against payment
therefor in [U.S. Federal Reserve or other United States/Specified Currency]
funds current and immediately available to the Agent at the amount designated in
the Warrant Agreement, in each case in an amount equal to the purchase price of
the [Notes/Debentures] so purchased pursuant to the exercise of this Warrant.

          This Warrant is one of a duly authorized issue of warrants issued
under the provisions of the Warrant Agreement. Reference is hereby made for
particulars of the rights of the Warrantholders and of the Company in respect
thereof and the terms and conditions upon which the Warrants are issue and held,
all to the sole effect as if the provisions of the Warrant Agreement were herein
set forth, to all of which the Warrantholder by acceptance hereof assents. The
Company will furnish to the Warrantholder, upon written request and without
charge, a copy

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of the Warrant Agreement. All capitalized terms not otherwise defined herein,
shall have the meanings ascribed thereto in the Warrant Agreement.

          The [Notes/Debentures] purchased pursuant to the exercise of this
Warrant will be mailed by certified mail return receipt requested to the person
specified in the Exercise Form annexed hereto at its address specified therein
or, if so specified in the Exercise Form, delivered to such person or its agent
at the principal office of the Agent in ______________ on the Exercise Date.

          If [Notes/Debentures] are purchased in an aggregate principal amount
which is less than the total principal amount of the [Note/Debentures] that can
be purchased pursuant to this Warrant, the Warrantholder hereof will be entitled
to receive without charge a new Warrant in respect of the balance of the
principal amounts of [Notes/Debentures] which the Registered Owner hereof was
entitled to purchase under the surrendered Warrant and which were not then
purchased.

          On presentation at the principal office of the Agent in ______________
subject to the provisions of the Warrant Agreement, one or more Warrants may be
exchanged for one or more Warrants entitling the Warrantholder to purchase an
equal aggregate principal amount of [Notes/Debentures] as may be purchased under
the Warrant or Warrants so exchanged. Nothing contained in this Warrant, the
Warrant Agreement or elsewhere shall be construed as conferring upon the
Warrantholder hereof any right or interest whatsoever as an owner of
[Notes/Debentures] or any other right or interest in respect thereof except as
herein and in the Warrant Agreement expressly provided.

          This Warrant is registered on the books of the Company and is
transferable only in accordance with the provisions of the Warrant Agreement by
surrender thereof at the principal office of the Agent duly endorsed or
accompanied by a written instrument of transfer duly executed by the Registered
Owner of this Warrant or its attorney duly authorized in writing all in
accordance with the terms and provisions of the Warrant Agreement.

          This Warrant and the Warrant Agreement are governed by and construed
in accordance with the laws of New York, without regard to principles of
conflicts of law.

          IN WITNESS WHEREOF the Company has caused this Warrant to be duly
executed as of _________________, ___.



                                          VIACOM INC.


                                          By____________________________________


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                          Certificate of Authentication


This is one of the Warrants described in the within-mentioned Debt Warrant
Agreement


______________________, as Agent



By______________________________________
           Authorized Officer



                                       6
<PAGE>

                     ANNEX I - NOTICE OF INTENT TO EXERCISE



         TO:

          The undersigned Warrantholder of _____ Warrants evidenced by Warrant
Number______ (the "Warrant") hereby notifies you pursuant to Section 4.1 of the
Debt Warrant Agreement dated as of _______, __ (the "Warrant Agreement") between
Viacom Inc. (the "Company") and [__________, the undersigned], of the
undersigned's intention to exercise _______ of such Warrants on ____________,
____) (the "Exercise Date") to purchase [U.S. $/Specified Currency]
________________ in aggregate principal amount of the Company's ___%
[Notes/Debentures] Due __________________ (the "[Notes/Debentures]") at par plus
interest accrued, if any, from and after [___________, _____]. The purchase
price shall be a total of [U.S. $/Specified Currency] __________ representing
[U.S. $/Specified Currency] _______ in principal and [U.S. $/Specified Currency]
in accrued interest.

          The Warrant with the Exercise Form duly completed shall be delivered
to the Agent at its principal office in ________________, ________. Payment of
the purchase price of the [Notes/Debentures] shall be made in [U.S. Federal
Reserve or other United States/Specified Currency funds] immediately available
at the principal office of the Agent on the Exercise Date. The undersigned shall
direct such [Notes/Debentures] be registered and delivered in the name(s) and
the amount(s) set forth opposite the undersigned's name on Annex II to the
Warrant.

          DATED this _____ day of ____________, ____.



                                                 [NAME OF WARRANTHOLDER]


                                                 By_____________________________



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<PAGE>

                            ANNEX II - EXERCISE FORM



         TO:



          The undersigned Warrantholder of ______ Warrants evidenced by the
Warrant attached hereto hereby exercises on _____________, ____ (the "Exercise
Date") Warrants to purchase [U.S. $/Specified Currency] _______ in aggregate
principal amount of VIACOM INC.'s ___% [Notes/Debentures] Due ____________ (the
"[Notes/Debentures]") at par plus $______ in accrued interest on the
[Notes/Debentures] from [_________________, ___], and agrees to transfer on the
Exercise Date in [U.S. $/Specified Currency] funds immediately available to the
Agent (at [account]) such purchase price of the [Notes/Debentures] all in
accordance with the terms and conditions of the Debt Warrant Agreement dated as
of ____________, ____ (the "Warrant Agreement") between VIACOM INC. and
[____________________], as Agent. The undersigned hereby irrevocably directs
that such [Notes/Debentures] be registered and delivered in accordance with the
directions set forth herein.

          The undersigned acknowledges that all taxes or other governmental
charges payable upon the registration and delivery of such [Notes/Debentures]
(other than in connection with each original issue and sale of the
[Notes/Debentures]), including any transfer taxes payable if the
[Notes/Debentures] are to be registered in the name of a person or persons other
than the undersigned Warrantholder, must be paid by the undersigned.

          DATED this _________ day of _____________, ___.

                                             [NAME OF WARRANTHOLDER]


                                             By_________________________________


Please check box if [Notes/Debentures] are to be delivered at the offices of
_________ on the Exercise Date, failing which the [Notes/Debentures] will be
mailed by certified mail return receipt requested.

Unless the foregoing box is checked, the [Notes/Debentures] shall be delivered
to the Warrantholder at its address set forth in the Register.


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<PAGE>


          SECTION 2.3. Mutilated, Lost, Destroyed or Stolen Warrants. If (i) any
mutilated Warrant is surrendered to the Agent, or the Company and the Agent
receive evidence to their satisfaction of the destruction, loss or theft of any
Warrant and (ii) there is delivered to the Company and the Agent such security
or indemnity as may be required by them to save each of them harmless, then, in
the absence of notice to the Company or the Agent that such Warrant has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Agent shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Warrant, a new Warrant of the same
principal amount, bearing a number not contemporaneously Outstanding.

          Upon the issuance of any new Warrant under this Section 2.3, the
Company 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
expenses connected therewith.

          Every new Warrant issued pursuant to this Section 2.3 in lieu of any
destroyed, lost or stolen Warrant shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Warrant shall be at any time enforceable by anyone, and shall be entitled
to all the security and benefits of this Agreement equally and ratably with all
other Outstanding Warrants.

          The provisions of this Section 2.3 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Warrants.

          SECTION 2.4. Warrantholder Not a Registered Owner of the
[Notes/Debentures]. The ownership of a Warrant shall not constitute the
Registered Owner thereof an owner of any of the [Notes/Debentures] nor entitle
the Registered Owner to any right or interest in respect thereof except upon the
exercise and surrender of its Warrants and the payment of the purchase price of
the [Notes/Debentures] in accordance with and pursuant to the terms herein
provided.

          SECTION 2.5. Warrants to Rank Pari Passu. All Warrants shall rank pari
passu with each other.

          SECTION 2.6. Execution of Warrants. The Warrants shall be signed in
the name and on behalf of the Company by one of its officers. The signature of
the officer executing the Warrants may be manual or facsimile. In case any
officer of the Company who shall have signed any of the Warrants (manually or in
facsimile) shall cease to be such officer before the Warrants so signed shall
have been authenticated and delivered by the Agent, such Warrants nevertheless
may be authenticated and delivered as though the Person who signed such Warrants
had not ceased to be such officer of the Company. Also, any Warrant may be
signed on behalf of the Company by such Persons as on the actual date of
execution of such Warrant shall be the proper officers of the Company, although
at the date of the execution of this Agreement any such Person was not such
officer.

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          Only such of the Warrants as shall bear thereon a certificate of
authentication in substantially the form set forth in Section 2.2 hereof,
executed by the Agent, shall be entitled to the benefits of this Agreement or be
valid or obligatory for any purpose.

          SECTION 2.7. Purchase of Warrants by the Company. The Company may
purchase in the market, by private contracts or otherwise all or any portion of
the Warrants on such terms as the Company may determine.


                                  ARTICLE III
                      EXCHANGE OF WARRANTS; REGISTRATION OF
                 TRANSFER OF WARRANTS; NOTICE TO WARRANTHOLDERS

          SECTION 3.1. Register. The Agent, as agent of the Company, shall
maintain, at its principal office in ____________, ____, the Register in which,
subject to such reasonable regulations as it and the Company may prescribe, it
shall provide for the registration of the Warrants and the transfer of Warrants
as in this Agreement provided. The Register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time. The Registered Owners of the Warrants shall present directly to the Agent
all requests for (a) registration of transfer of Warrants, (b) exchange of
Warrants for new Warrants in authorized denominations and (c) replacement of
Warrants in the case of mutilation, destruction, loss or theft.

          Upon the Company's request, the Agent shall furnish the Company with a
list of names and addresses of the Registered Owners showing the number of such
Warrants held by each Registered Owner.

          SECTION 3.2. Exchange of Warrants. Warrants entitling the Registered
Owner to purchase any specified principal amount of [Notes/Debentures] may, upon
compliance with the reasonable requirements of the Agent, be exchanged for
Warrants entitling the Registered Owner thereof to purchase an equal aggregate
principal amount of [Notes/Debentures].

          Warrants may be exchanged only at the principal office of the Agent in
_______________, ___ or at any other place that is designated by the Company.
Any Warrants tendered for exchange shall be surrendered to the Agent and
canceled. The Company shall execute all Warrants necessary to carry out
exchanges as aforesaid and such Warrants shall be authenticated by the Agent.

          SECTION 3.3. Charges for Exchange. For each Warrant exchanged or
transferred, the Agent, except as otherwise herein provided, shall, if required
by the Company, charge a reasonable sum for each new Warrant issued; and payment
of such charges and reimbursement of the Agent or the Company for any taxes or
governmental or other charges required to be paid shall be made by the party
requesting such exchange, as a condition precedent thereto.

          SECTION 3.4. Registration of Transfer; Restrictions on Transfers. No
transfer of a Warrant shall be valid unless made at the principal offices of the
Agent in the ____________, __________ or at any other place that is designated
by the Company as an office

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<PAGE>

for registration of transfer by the Registered Owner or such Registered Owner's
executors, administrators or other legal representatives or attorney duly
appointed by an instrument in writing in form and execution satisfactory to the
Agent and upon compliance with such reasonable requirements as the Agent and the
Company may prescribe. Any Warrants tendered for registration of transfer shall
be surrendered to the Agent.

          SECTION 3.5. Notice to Warrantholders. Unless herein otherwise
expressly provided, any notice to be given hereunder to Warrantholders shall be
deemed to be validly given if such notice is mailed to the last addresses of the
Warrantholders appearing on the Register. Any notice so given shall be deemed to
have been given on the day on which it has been mailed. In determining under any
provision hereof the date when notice of any meeting or other event must be
given, the date of giving notice shall be included and the date of the meeting
or other event shall be excluded.

                                   ARTICLE IV
                              EXERCISE OF WARRANTS

          SECTION 4.1. Method of Exercise of Warrants. The Registered Owner of
any Warrant may exercise the right thereby to purchase [Notes/Debentures] by
surrendering to the Agent on any Business Day during the Exercise Period at the
principal office of the Agent ___________, ___________, or at any other place or
places that may be designated by the Company:

          (a) at least 3 Business  Days prior to the  exercise  of its
     Warrants, a completed and executed Notice of Intent to Exercise
     in the form thereof set forth in Annex I to each Warrant (a "Notice of
     Intent to Exercise");

          (b) on the Exercise Date, a duly completed and executed Exercise Form
     in the form thereof set forth in Annex II to each Warrant;

          (c) on the Exercise Date, its Warrant or Warrants which it is
     exercising; and

          (d) on the Exercise Date, the Exercise Price in funds immediately
     available to the Company.

          The items described in the foregoing clauses (a) and (b) shall be
deemed received when an actual copy or a facsimile thereof is received by the
Agent. Each Warrant shall be deemed to be surrendered only upon personal
delivery thereof to or, if sent by mail or other means of transmission, upon
receipt thereof by, the Agent at the office specified in this Section 4.1. Each
Warrant shall be deemed exercised as of the first Business Day on which all of
the foregoing conditions are satisfied with respect to such Warrant. The first
day on which the Warrants may be exercised is ________________, ____________,
___. The Company acknowledges that the Registered Owners of the Warrants are not
required under any circumstances to take any other actions in order to exercise
their Warrants.

          SECTION 4.2. Effect of Exercise of Warrants. Upon surrender and
payment of the Exercise Price by the Registered Owner of any Warrant in
accordance with Section 4.1, the

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[Notes/Debentures] so purchased shall be deemed to have been issued and the
person or persons to whom such [Notes/Debentures] are to be issued shall be
deemed to have become the Registered Owner or owners of such [Notes/Debentures]
on the [Exercise Date].

          After the due exercise of a Warrant as aforesaid, the Company shall
forthwith cause to be delivered to the person to whom the [Notes/Debentures] so
purchased are to be issued at the address specified in such form or, if so
specified in such purchase form, cause to be delivered to such person at the
office where such Warrant was surrendered, a [Note/Debenture] or
[Notes/Debentures] in the form or forms and in the denominations requested and
for the appropriate principal amount of [Notes/Debentures] not exceeding the
principal amount which the Warrantholder is entitled to purchase pursuant to the
Warrant surrendered.

          SECTION 4.3. Partial Exercise of Warrants. Subject to the issuance of
[Notes/Debentures] in authorized denominations only, the Registered Owner of any
Warrant may purchase (Notes/Debentures] in a principal amount less than that
which such Registered Owner is entitled to purchase pursuant to the surrendered
Warrant. In the event of any purchase of a principal amount of
[Notes/Debentures] less than the principal amount which can be purchased
pursuant to a Warrant, the Registered Owner thereof upon exercise thereof prior
to the Time of Expiry shall, in addition, be entitled to receive forthwith a new
Warrant in respect of the balance of the principal amount of [Notes/Debentures]
which such Registered Owner was entitled to purchase pursuant to the surrendered
Warrant and which were not then exercised. The Company shall not be responsible
for any taxes which may be payable in connection with the issuance of such new
Warrant.

          SECTION 4.4. Expiration of Warrants. After the Time of Expiry, all
rights under any Warrant in respect of which the right of purchase herein and
therein provided for shall not theretofore have been exercised pursuant to
Section 4.1 shall cease and terminate and such Warrant shall become void and of
no effect and all rights of the Registered Owner thereof under this Warrant
Agreement shall cease and terminate as of such termination; provided that such
Registered Owner's rights under this Warrant Agreement with respect to actions
occurring prior to such termination shall remain in full force. After the Time
of Expiry, each Registered Owner of any Warrants shall return any unexercised
Warrants to the Agent for cancelation in accordance with Section 4.5 of this
Agreement.

          SECTION 4.5. Cancellation of Surrendered Warrants. All Warrants
surrendered to the Agent pursuant to Sections 2.3, 3.2, 3.4 or 4.1 shall
forthwith be canceled by the Agent. All Warrants canceled or required to be
canceled under this or any other provision of this Agreement may be destroyed by
or under the direction of the Agent and the Agent shall furnish the Company with
a destruction certificate identifying the Warrants so destroyed and the
principal amount of [Notes/Debentures] which could have been purchased pursuant
to each.

          SECTION 4.6. Accounting and Recording. The Agent shall forthwith
account and remit to the Company with respect to Warrants exercised and
immediately forward to the Company (or into an account or accounts of the
Company with the bank or trust company designated by the Company for that
purpose) all monies received by the Agent on the purchase of [Notes/Debentures]
through the exercise of Warrants. All such monies, and any [Notes/Debentures] or
other instruments, from time to time received by the Agent shall be

                                       12
<PAGE>

received in trust for, and shall be segregated and kept apart by the Agent in
trust for, the Company.

          The Agent shall record the particulars of the Warrants exercised which
shall include the names and addresses of the persons who become Registered
Owners of [Notes/Debentures] on exercise, the Exercise Date, the Exercise Price
and the number of [Notes/Debentures] reserved for that purpose by the Company.
The Agent shall provide such particulars in writing to the Company.


                                    ARTICLE V
                                    COVENANTS

          SECTION 5.1. Issuance of [Notes/Debentures]. The Company covenants
that so long as any Warrants remain Outstanding it will cause the
[Notes/Debentures] from time to time paid for pursuant to the Warrants in the
manner herein provided to be duly issued and delivered in accordance with the
Warrants and the terms hereof.

          SECTION 5.2. Corporate Existence of the Company; Consolidation,
Merger, Sale or Transfer. The Company covenants that so long as any of the
Warrants are Outstanding, it will maintain its existence, will not dissolve,
sell or otherwise dispose of all or substantially all of its assets and will not
consolidate with or merge into another entity or permit one or more other
entities to consolidate with or merge into it; provided that the Company may,
without violating the covenants in this Section 5.2 contained, consolidate with
or merge into another entity or permit one or more other entities to consolidate
with or merge into it, or sell or otherwise transfer to another entity all or
substantially all of its assets as an entirety and thereafter dissolve, if the
surviving , resulting or transferee entity, as the case may be, (i) shall be
formed and existing under the laws of one of the States of the United States of
America, (ii) assumes, if such entity is not the Company, all of the obligations
of the Company hereunder and (iii) is not, after such transaction, otherwise in
default under any provisions hereof.

          SECTION 5.3. Maintenance of Offices or Agencies for Transfer,
Registration, Exchange of Warrants. So long as any of the Warrants shall remain
Outstanding, the Company covenants that it will maintain an office or agency in
_________, where the Warrants may be presented for registration, exchange and
transfer as in this Agreement provided, and where notices and demands to or upon
the Company in respect of the Warrants or of this Agreement may be served, and
where the Warrants may be presented for exchange for [Notes/Debentures] as
provided herein.

          SECTION 5.4. Appointment to Fill a Vacancy in the Office of Agent. The
Company, whenever necessary to void or fill a vacancy in the office of Agent,
covenants that it will appoint, in the manner provided in Section 9.4 hereof, an
Agent, so that there shall at all times be a Agent with respect to the
Outstanding Warrants.


                                       13
<PAGE>

                                   ARTICLE VI
                           EVENTS OF DEFAULT; REMEDIES

          SECTION 6.1. Events of Default. The term "Event of Default" whenever
used herein with respect to any Warrant shall mean any one of the following
events:

          (a) Failure by the Company to deliver the [Notes/Debentures] in
     exchange for the Warrants in accordance with the provisions of this
     Agreement or

          (b) failure on the part of the Company to observe or perform in any
     material respect any of the covenants or agreements on its part in the
     Warrants or in this Agreement specifically contained for the benefit of
     the Warrantholders, for a period of 90 days after there has been given, by
     registered or certified mail, to the Company by the Agent, or to the
     Company and the Agent by the Registered Owners of not less than 25% in
     principal amount of the Warrants at the time Outstanding under this
     Agreement a written notice specifying such failure and stating that such is
     a "Notice of Default" hereunder.

          SECTION 6.2. Suits by Warrantholders. All or any of the rights
conferred upon the Registered Owner of any Warrant by the terms of such Warrant
and/or this Agreement may be enforced by the Registered Owner of such Warrants
by appropriate legal proceedings but without prejudice to the right which is
hereby conferred upon the Agent to proceed in its own name to enforce each and
all of the provisions herein contained for the benefit of the Registered Owners
of the Warrants from time to time Outstanding.

          SECTION 6.3. Remedies Not Waived; Enforcement Expense. No delay or
failure on the part of the Registered Owners of Warrants or the Agent to
exercise any right shall operate as a waiver of such right or otherwise
prejudice such Registered Owner's or Agent's, as the case may be, rights, powers
and remedies. The Company agrees to pay all costs, expenses and fees, including
all reasonable attorneys' fees, which may be incurred by a Registered Owner in
enforcing or attempting to enforce its rights thereunder and hereunder following
the occurrence and during the continuance of any Event of Default hereunder,
whether the same shall be enforced by suit or otherwise.

          SECTION 6.4. Incorporators, Stockholders, Officers and Directors of
Company are Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement of this Agreement, or of any Warrant, or for
any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company, either directly or though the Company, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Agreement and the Warrants issued hereunder are solely corporate obligations,
and that no personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors, as such, of
the Company because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this
Agreement or in any of the Warrants or implied therefrom; and that any and all
such personal liability of every name and nature, either at common law or in
equity or by constitution or statute, of, and any and all such rights and

                                       14
<PAGE>

claims against, every such incorporator, stockholder, officer or director, as
such, because of the creation of the obligations hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this
Agreement or in any of the Warrants or implied therefrom are hereby expressly
waived and released as a condition of, and as a consideration for, the execution
of this Agreement and the issuance of such Warrants.


                                  ARTICLE VII
                      AMENDMENTS; MEETING OF WARRANTHOLDERS

          SECTION 7.1. Amendments Without Consent of Registered Owners of
Warrants. This Agreement and the terms and conditions of the Warrants may be
amended by the Company and the Agent, without the consent of any Registered
Owner of Warrants for any of the following purposes:

          (a) to add to the covenants of the Company for the benefit of the
     Registered Owners of Warrants,

          (b) to surrender any right or power conferred upon the Company,

          (c) to cure any ambiguity or correcting or supplementing any provision
     contained herein or in the Warrants which may be defective or inconsistent
     with any other provisions contained herein or in the Warrants,

          (d) if deemed appropriate by the Company or required by law, to
     evidence the permitted succession of another corporation to the Company and
     the assumption by such successor of the covenants and obligations of the
     Company herein and in the Warrants or

          (e) to make such other provisions in regard to matters or questions
     arising under this Agreement or the Warrants which shall not adversely
     affect the interests of the Registered Owners of the Warrants in any
     material respect.

          SECTION 7.2. Amendments with Consent of Registered Owners of Warrants.
This Agreement, the terms and conditions of the Warrants and the covenants
contained in either may also be modified or amended by the Company and the Agent
and past defaults thereunder or future compliance therewith by the Company may
be waived either with the written consent of the Registered Owners of not less
than a majority in aggregate principal amount of the [Notes/Debentures] at the
time outstanding, or by the adoption, at a meeting duly convened and held in
accordance with the provisions of Section 8.04 at which the Registered Owners of
at least 25% of the aggregate principal amount of the [Notes/Debentures] at the
time outstanding are present or represented, of a resolution by the Registered
Owners of not less than 75% in aggregate principal amount of the Outstanding
Warrants present or represented at the meeting; provided that no such
modification, amendment or waiver may, without the consent or affirmative vote
of the Registered Owner of each Warrant affected thereby:

          (a) Waive a default in the failure to deliver [Notes/Debentures] in
     exchange for Warrants pursuant to Section 4.1 hereof or change the Exercise
     Dates or the Expiry Date with respect to any Warrant, or change the coin or
     currency in which any Warrant is

                                       15
<PAGE>

     exercisable for [Notes/Debentures] or impair the right to institute suit
     for the enforcement of any rights of any Registered Owner of a Warrant or

          (b) Reduce the percentage in principal amount of the Outstanding
     Warrants, the consent of which Registered Owners is required for any
     modification or amendment to this Agreement or to the terms and conditions
     of or covenants contained in this Agreement or in the Warrants or for any
     waiver of compliance therewith or

          (c) modify any of the provisions of this Section 7.2 except to provide
     that certain other provisions of this Agreement or the terms and conditions
     of the Warrants cannot be modified, amended or waived without the consent
     of the Registered Owner of each Outstanding Warrant affected thereby.

It shall not be necessary for the Registered Owners of Warrants to approve the
particular form of any proposed amendment, but it shall be sufficient if they
approve the substance thereof.

          SECTION 7.3. Binding Nature of Amendments; Notice. Any modifications,
amendments or waivers to this Agreement or to the terms and conditions of the
Warrants in accordance with the provisions hereof will be conclusive and binding
on all Registered Owners of Warrants, whether or not they have given such
consent, whether or not notation of such modifications, amendments or waivers is
made upon the Warrants, and on all future Registered Owners of Warrants.

          Promptly after the execution of any amendment to this Agreement or the
implementation of any modification or amendment of the terms and conditions of
the Warrants, notice of such amendment or modification shall be given by the
Company or by the Agent, on behalf of and at the instruction of the Company, to
the Registered Owners by mail at such owner's address as it appears on the
Register. The failure to give such notice on a timely basis shall not invalidate
such amendment or modification, but such notice shall be given as soon as
practicable upon discovering such failure or upon any impediment to the giving
of such notice being overcome.


                                  ARTICLE VIII
                                    MEETINGS

          SECTION 8.1. Meetings of Registered Owners of Warrants. A meeting of
Registered Owners of Warrants may be called at any time and from time to time to
make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement or the Warrants to be
made, given or taken by Registered Owners of Warrants.

          The Agent may at any time call a meeting of Registered Owners of
Warrants for any purpose specified herein to be held at such time and at such
place in ______ or __________ as the Agent shall determine. Notice of every
meeting of Registered Owners of Warrants, setting forth the time and the place
of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, by mail to each registered Owner at its address as it
appears on the Register, not less than 21 nor more than [45] days prior to the
date fixed for the meeting. In

                                       16
<PAGE>

case at any time the Company or the Registered Owners of at least 25% in
aggregate principal amount of the Outstanding Warrants shall have requested the
Agent to call a meeting of the Registered Owners of Warrants for any purpose, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Agent shall not have mailed notice of such meeting
within 14 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the
Registered Owners of Warrants in the amount previously specified, as the case
may be, may determine the time and the place in _______ or for such meeting and
may call such meeting for such purposes by giving notice thereof as provided
herein.

          To be entitled to vote at any meeting of Registered Owners of
Warrants, a Person shall be a registered Owner of Outstanding Warrants. The
Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Warrants shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting shall,
if convened at the request of the Registered Owners of Warrants, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 5
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 5 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in this Section 8.1 with respect to an original meeting,
except that such notice need be given only once not less than 3 days prior to
the date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage of the
principal amount of the Outstanding Warrants which shall constitute a quorum.

          Subject to the foregoing, at the reconvening of any meeting adjourned
for a lack of a quorum the persons entitled to vote 25% in aggregate principal
amount of the Outstanding Warrants shall constitute a quorum for the taking of
any action set forth in the notice of the original meeting. Any meeting of
Registered Owners of Warrants at which a quorum is present may be adjourned from
time to time by a vote as hereinafter provided in this Section 8.1, and the
meeting may be held as so adjourned without further notice. At a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid,
any resolution and all matters shall be effectively passed or decided if passed
or decided by persons entitled to vote the lesser of (a) a majority in aggregate
principal amount of Outstanding Warrants or (b) 75% in aggregate principal
amount of Outstanding Warrants represented and voting at such meeting.

          The Agent may make such reasonable regulations as it may deem
advisable for any meeting of Registered Owners of Warrants in regard to proof of
the holding of Warrants and such other matters concerning the conduct of the
meeting as it shall deem appropriate. The Agent shall, by an instrument in
writing, appoint a temporary chairman of the meeting, unless the meeting shall
have been called by the Company or Registered Owners of Warrants as provided
herein, in which case the Company or the Registered Owners calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and permanent secretary of the meeting shall be elected by
note of the persons entitled to vote a majority in aggregate principal amount of
the Outstanding Warrants represented at the meeting. The chairman of the meeting
shall have no right to vote, except as a Holder of Warrants.

                                       17
<PAGE>

          SECTION 8.2. Record of Meetings. A record, at least in triplicate, of
the proceedings of each meeting of Registered Owners of Warrants shall be
prepared, and one such copy shall be delivered to the Company and the Agent. The
copy delivered to the Agent shall be preserved by the Agent and, upon reasonable
notice, made available to any Registered Owners of Outstanding Warrants.

                                   ARTICLE IX
                              CONCERNING THE AGENT

          SECTION 9.1. Appointment of Agent. The Company hereby appoints, at
present having its principal office in [__________ at _____________, ________,
__________] as the Agent in respect of the Warrants, upon the terms and subject
to the conditions set forth in this Agreement.

          SECTION 9.2. Acceptance of Appointment By Agent; Limitations of Duties
of Agent. The Agent accepts its obligations set forth herein and in the Warrants
upon the terms and conditions hereof and thereof, including the following, to
all of which the Company agrees and to all of which the rights hereunder of the
Registered Owners from time to time of the Warrants shall be subject:

          (a) The Agent shall be entitled to the compensation agreed upon with
     the Company for all services rendered by it, and the Company agrees
     promptly to pay such compensation and to reimburse the Agent for its
     reasonable out-of-pocket expenses (including, without limitation, the
     reasonable compensation of its counsel) incurred by it in connection with
     the services rendered by it hereunder. The Company also agrees to indemnify
     the Agent for, and to hold it harmless against, any loss, liability or
     expense incurred without negligence or bad faith on its part, arising out
     of or in connection with its acting as such Agent hereunder, including the
     costs and expenses of defending against any claim of liability.

          (b) In acting under this Agreement and in connection with the
     Warrants, the Agent is acting solely as the agent of the Company and does
     not assume any obligations or relationship of agency or trust for or with
     any of the Registered Owners of the Warrants.

          (c) The Agent may consult with one or more counsel (who may also be
     counsel to the Company), and, in the absence of bad faith, the written
     opinion of such counsel shall be full and complete authorization and
     protection in respect of any action taken, omitted or suffered by it
     hereunder in the good faith reliance thereon.

          (d) The Agent shall be protected and shall incur no liability for or
     in respect of any action taken, omitted or suffered by it in the good faith
     reliance upon any Warrant, notice, direction, consent, certificate,
     affidavit, statement or other paper or document signed by the Company
     reasonably believed by the Agent to be genuine and to have been signed by
     the proper persons.

                                       18
<PAGE>

          (e) The Agent and its officers, directors and employees may become the
     owner of, or acquire any interest in, any Warrants, with the same rights
     that it or they would have if it were not the Agent hereunder, may engage
     or be interested in any financial or other transaction with the Company and
     may act on, or as depository, trustee or agent for, any committee or body
     of Registered Owners of the Warrants or holders of other obligations of the
     Company as freely as if it were not the Agent hereunder.

          (f) The recitals contained herein and in the Warrants (except in the
     Agent's certificates of authentication) shall be taken as the statements of
     the Company, and the Agent assumes no responsibility for their correctness.
     The Agent makes no representation as to the validity or sufficiency of this
     Agreement or the Warrants, provided that the Agent shall not be relieved of
     its duty to authenticate Warrants as authorized by this Agreement. The
     Agent shall not be accountable for the use or application by the Company of
     the proceeds of the Warrants.

          (g) The Agent shall be obligated to perform such duties and only such
     duties as are herein and in the Warrants specifically set forth and no
     implied duties or obligations shall be read into this Agreement or the
     Warrants against the Agent.

          (h) No provision of this Agreement shall be construed to relieve the
     Agent from liability for its own negligent action, its own negligent
     failure to act, or its own willful misconduct or that of its officers or
     employees.

          (i) The Agent shall be under no liability for interest on any money
     received by it hereunder except as otherwise agreed with the Company.

          SECTION 9.3. Agent Required. The Company agrees that, until all
Warrants (i) shall have been delivered to the Agent for cancellation or (ii)
have become null and void because of the passage of the Expiry Date, there shall
at all times be a Agent hereunder which shall be a corporation doing business in
the United States and which alone or with its affiliates has a combined capital
and surplus of at least $[___,000,000].

          SECTION 9.4. Resignation and Removal of Agent; Appointment of
Successor. The Agent may at any time resign by giving written notice (in
accordance with Section 10.1 hereof) to the Company of such intention on its
part, specifying the date on which its desired resignation shall become
effective; provided, however, that such date shall never be less than [90] days
after the receipt of such notice by the Company unless the Company agrees to
accept less notice. Upon receipt of such notice of resignation, the Company
shall promptly act to appoint a successor Agent. The Agent may be removed at any
time by the Company by delivering written notice thereof specifying such removal
and the date when it is intended to become effective. Any resignation or removal
of the Agent shall take effect upon the date of the appointment by the Company
as hereinafter provided of a successor and the acceptance of such appointment by
such successor.

          In case at any time the Agent shall resign, or shall be removed, or
shall become incapable of acting or shall be adjudged as bankrupt or insolvent,
or if a receiver of its or of its property shall be appointed, or if any public
officer shall take charge or control of its or of its

                                       19
<PAGE>

property or affairs, for the purpose of rehabilitation, conservation or
liquidation, a successor agent, eligible as aforesaid, shall be appointed by the
Company.

          Upon the appointment as aforesaid of a successor agent and acceptance
by it of such appointment, the Agent so superseded shall cease to be the Agent
hereunder. If no successor Agent shall have been so appointed by the Company and
shall have accepted appointment as hereinafter provided, then the Registered
Owners of a majority in aggregate principal amount of the Outstanding Warrants,
on such Holders' behalf and on behalf of all others similarly situated may
petition any court of competent jurisdiction for the appointment of a successor
Agent.

          Any successor Agent appointed hereunder shall execute, acknowledge and
deliver to its predecessor and to the Company an instrument accepting such
appointment hereunder, and thereupon such successor Agent, without any further
act deed or conveyance, shall become vested with all the authority, rights,
powers, immunities, duties and obligations of such predecessor with like effect
as if originally named as such Agent hereunder, and such predecessor, upon
payment of its charges and disbursements then unpaid, shall simultaneously
therewith become obligated to transfer, deliver and pay over, and such successor
Agent shall be entitled to receive, all moneys, [Notes/Debentures] or other
property on deposit with or held by such predecessor, as such Agent hereunder.
The Company or, at the discretion of the Company, the successor Agent, will give
prompt written notice by U.S. Mail to each Registered Owner of the Warrants at
such owner's address as it appears on the Register of the appointment of a
successor Agent. Failure to give such notice or any defect therein shall not
affect the appoint of a successor Agent.

          SECTION 9.5. Merger, Conversion, Consolidation or Succession to
Business of Agent. Any corporation into which the Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Agent shall be a
party, or any corporation succeeding to all or substantially all the assets and
business of the Agent, shall be the successor to the Agent hereunder, provided
such corporation shall be otherwise eligible under this Article VII, without the
execution or filing of any document or any further act on the part of any of the
parties hereto.

          In case any Warrants shall have been authenticated, but not delivered,
by the Agent then in office, any successor by merger, conversion or
consolidation to such authenticating Agent may adopt such authentication and
deliver the Warrants so authenticated with the same effect as if such successor
Agent had itself authenticated such Warrants.


                                   ARTICLE X
                                  MISCELLANEOUS

          SECTION 10.1. Notices. All notices or demands hereunder upon the
Company or the Agent may be electronically communicated or hand delivered or
sent by overnight courier, addressed to any party hereto as provided in this
Section 10.1.

                  All communications intended for the Company shall be sent to:

                                       20
<PAGE>

                           Viacom Inc.
                           1515 Broadway
                           New York, NY 10036
                           Attention:
                           Fax Number:  (212) ___________


                  All communications intended for the Agent shall be sent to:

                           Agent-Name
                           Attention:
                           Fax Number:

or at any other address of which either of the foregoing shall have notified the
other in any manner prescribed in this Section 10.01.

          For all purposes of this Agreement,  a notice or communication will be
deemed effective:

          (a) if delivered by hand or sent by overnight courier, on the day it
     is delivered unless (i) that day is not a day on which commercial banks are
     open for business (a "Local Business Day") in the city specified in the
     address for notice provided by the recipient or (ii) if delivered after the
     close of business on a Local Business Day, then on the next succeeding
     Local Business Day or

          (b) if sent by facsimile transmission, on the date transmitted,
     provided that oral or written confirmation of receipt is obtained by the
     sender unless the date of transmission and confirmation is not a Local
     Business Day, in which case, on the next succeeding Local Business Day.

Any notice, direction, request, demand, consent or waiver by the Company or any
Registered Owner to or upon the Agent shall be deemed to have been sufficiently
given, made or filed, for all purposes, if given, made or filed in writing with
the Agent in accordance with the provisions of this Section 10.1.

          SECTION 10.2. Day Not a Business Day. If any date on which a payment
is to be made, notice given or other action taken hereunder is not a Business
Day, then such payments, notice or other action shall be made, given or taken on
the next succeeding business day in such place, and in the case of any payment,
no interest shall accrue for the delay.

          SECTION 10.3. Currency. All amounts herein are expressed in [United
States Dollars/Specified Currency].

          SECTION 10.4. Governing Law. This Agreement and the Warrants shall be
construed in accordance with the laws of New York, without regard to principles
of conflicts of law.

                                       21
<PAGE>

          SECTION 10.5. Limitation of Rights to Parties and Registered Owners of
Warrants. Nothing in this Agreement or in the Warrants expressed or implied is
intended or shall be construed to give to any Person other than the Company, the
Agent and the Registered Owners of the Warrants any legal or equitable right,
remedy or claim under or in respect of this Agreement or any covenant, condition
or provision herein or in the Warrants. All such covenants, conditions and
provisions are and shall be held to be for the sole and exclusive benefit of the
Company, the Agent and the Registered Owners of the Warrants.

          SECTION 10.6. Separability of Invalid Provisions. In case any one or
more of the provisions contained in this Agreement or in the Warrants shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement, but this Agreement shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein.

          SECTION 10.7. No Waiver of Rights. A failure or delay in exercising
any right, power or privilege in respect of this Warrant Agreement will not be
presumed to operate as a waiver, and a single or partial exercise of any right,
power or privilege will not be presumed to preclude any subsequent or further
exercise of that right, power or privilege or the exercise of any other right,
power or privilege.

          SECTION 10.8. Execution in Several Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall for all purposes be
deemed to be an original; but such counterparts shall together constitute but
one and the same instrument.

          SECTION 10.9. Article and Section Headings. The headings or titles of
the several Articles and Sections hereof and any table of contents appended to
copies hereof shall be solely for convenience of reference and shall not affect
the meaning, construction or effect of this Agreement.

          SECTION 10.10. Successor and Assigns. All the covenants and agreements
in this Agreement contained by or on behalf of the Company or the Agent shall
bind their respective successors and assigns, whether so expressed or not.



                                       22
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                            VIACOM INC.


                                             By_________________________________



                                             AGENT NAME, as Agent


                                             By_________________________________