EXHIBIT 4.5



                                   VIACOM INC.



                          [VIACOM INTERNATIONAL INC.] *



                                       AND



                 ---------------------------------------------,



                                  Warrant Agent





                             DEBT WARRANT AGREEMENT







                          Providing for the Issuance of

                    % Notes/Debentures Due Purchase Warrants



                         Dated as of ____________, 20__



------------------------
*        If Viacom International is a co-issuer, add the language in brackets
         relating to Viacom International co-issuing the Warrants.





<PAGE>




                             DEBT 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") [, Viacom International, Inc., a corporation incorporated under the
laws of Delaware, (the "Co-Issuer")] 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 [, which Notes/Debentures will be guaranteed by the
Co-Issuer] (the "Debt Securities"), which will be issued pursuant to the
Indenture, 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 in this
Agreement provided legal and valid and binding upon the Company with the
benefits and subject to the terms of this Agreement.

              WHEREAS, the Co-Issuer proposes to co-issue the Warrants; and
WHEREAS, the Co-Issuer 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 in this
Agreement provided legal and valid and binding upon the Co-Issuer with the
benefits and subject to the terms of this Agreement.] NOW, THEREFORE, THIS
AGREEMENT WITNESSETH that for good and valuable consideration mutually given and
received, the receipt and sufficiency whereof 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:


<PAGE>

              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.

              The term "Co-Issuer" shall mean Viacom International Inc., a
     Delaware corporation, the guarantor of the Debt Securities to be issued
     upon exercise of the Warrants, until a successor entity shall have become
     such pursuant to the applicable provisions of this Agreement and thereafter
     the term "Co-Issuer" shall mean such successor entity.

              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 "Debt Securities" means any or all, as the case may be,
     of the Company's ___% Notes/Debentures Due ___________, [fully and
     unconditionally guaranteed by the Co-Issuer] authenticated and delivered as
     provided in the Indenture.

              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 "Guarantee" or "Guarantees" shall mean the guarantees
     relating to the Debt Securities to be issued by Viacom International Inc.
     as provided in the Indenture.


                                       2
<PAGE>


              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 "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.

              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
     Debt Securities 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 the Debt Securities on the terms and conditions
     herein set forth.

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



                                       3
<PAGE>

                                   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
Debt Securities 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 [and the Co-Issuer]. 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 Debt Securities 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 Debt
Security in the principal amount of [U.S. $/Specified Currency] at par plus
interest accrued thereon from _______________, _______, _____ [the payment of
which will be fully and unconditionally guaranteed by the Co-Issuer] 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 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. [and VIACOM INTERNATIONAL INC. (as Co-Issuer)]

                        [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"), [Viacom International Inc. (the
"Co-Issuer")] and ______________, as Agent, (the "Agent"), to



                                       4
<PAGE>

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 ____ of the Company [, the payment
of which shall be fully and unconditionally guaranteed by the Co-Issuer] (the
"Debt Securities"), 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 Debt Securities 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 Debt Securities 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 [and
Co-Issuer] 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 of the Warrant Agreement. All
capitalized terms not otherwise defined herein, shall have the meanings ascribed
thereto in the Warrant Agreement.

              The Debt Securities 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 Debt Securities are purchased in an aggregate principal amount
which is less than the total principal amount of the Debt Securities 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 Debt Securities 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 Debt Securities 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
Debt Securities or any other right or interest in respect thereof except as
herein and in the Warrant Agreement expressly provided.



                                       5
<PAGE>

              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].

              IN WITNESS WHEREOF the Company [and the Co-Issuer] has caused this
Warrant to be duly executed as of _________________, ___.



                            VIACOM INC.


                            By
                              -------------------------------------------------
                                 Name:
                                 Title:



                            [VIACOM INTERNATIONAL INC.


                            By
                               ------------------------------------------------
                                 Name:
                                 Title:]


                                       6
<PAGE>




                          Certificate of Authentication


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


______________________, as Agent



By
   --------------------------------------
          Authorized Officer



                                       7
<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") [, Viacom International Inc. (the "Co-Issuer")] 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
payment of which shall be fully and unconditionally guaranteed by the Co-Issuer]
(the "Debt Securities") 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 Debt Securities 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 Debt Securities 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
                                       ----------------------------------------



                                       8
<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
payment of which shall be fully and unconditionally guaranteed by Viacom
International Inc.] (the "Debt Securities") at par plus $______ in accrued
interest on the Debt Securities 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 Debt Securities
all in accordance with the terms and conditions of the Debt Warrant Agreement
dated as of ____________, ____ (the "Warrant Agreement") between Viacom Inc. [,
Viacom International Inc.] and [____________________], as Agent. The undersigned
hereby irrevocably directs that such Debt Securities 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 Debt Securities
(other than in connection with each original issue and sale of the Debt
Securities), including any transfer taxes payable if the Debt Securities 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 Debt Securities are to be delivered at the offices of on the
Exercise Date, failing which the Debt Securities will be mailed by certified
mail return receipt requested.

Unless the foregoing box is checked, the Debt Securities shall be delivered to
the Warrantholder at its address set forth in the Register.




                                       9
<PAGE>



              SECTION 2.3. Warrants 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 [, the
Co-Issuer] 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,
[the Co-Issuer] or the Agent that such Warrant has been acquired by a bona fide
purchaser, the Company [and the Co-Issuer] 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 [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 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 [and the Co-Issuer], 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 Debt
Securities. The ownership of a Warrant shall not constitute the Registered Owner
thereof an owner of any of the Debt Securities nor entitle the Registered Owner
to any right or interest [or guarantee payment] in respect thereof except upon
the exercise and surrender of its Warrants and the payment of the purchase price
of the Debt Securities 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 [and on behalf
of the Co-Issuer by one of its officers]. The signature of the officer[s]
executing the Warrants may be manual or facsimile. In case any officer of the
Company [or of the Co-Issuer] 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 [or of the
Co-Issuer, as the case may be]. Also, any Warrant may be signed on behalf of the
Company [or the Co-Issuer] by such Persons as on the actual date of execution of
such Warrant shall be the proper officers of the Company [or the Co-


                                       10
<PAGE>

Issuer, as the case may be], although at the date of the execution of this
Agreement any such Person was not such officer.

              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 [and the
Co-Issuer], shall maintain, at its principal office in ____________, ____, the
Register in which, subject to such reasonable regulations as it and the Company
[and the Co-Issuer] 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 Debt Securities
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 Debt Securities.

              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 [and the Co-Issuer] 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 [or the Co-Issuer], charge a reasonable sum for each new Warrant
issued; and payment of such charges and reimbursement of the Agent or the
Company [and the Co-Issuer] 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.



                                       11
<PAGE>

              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 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 [and the Co-Issuer] 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 Debt Securities 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 [and the Co-Issuer]:

              (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 [and the Co-Issuer] acknowledge[s] that the Registered Owners
of the Warrants are not required under any circumstances to take any other
actions in order to exercise their Warrants.



                                       12
<PAGE>

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

              After the due exercise of a Warrant as aforesaid, the Company [and
the Co-Issuer] shall forthwith cause to be delivered to the person to whom the
Debt Securities] 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 Debt Security or Debt
Securities] in the form or forms and in the denominations requested and for the
appropriate principal amount of Debt Securities] 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 Debt Securities] in authorized denominations only, the Registered Owner of
any Warrant may purchase Debt Securities] 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 Debt Securities]
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 Debt Securities] which such Registered
Owner was entitled to purchase pursuant to the surrendered Warrant and which
were not then exercised. The Company [and the Co-Issuer] 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 Debt Securities] 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


                                       13
<PAGE>

of Debt Securities] through the exercise of Warrants. All such monies, and any
Debt Securities] or other instruments, from time to time received by the Agent
shall be 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 Debt Securities] on exercise, the Exercise Date, the Exercise Price
and the number of Debt Securities] 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 Debt Securities. The Company covenants
that so long as any Warrants remain Outstanding it will cause the Debt
Securities 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. Each of the Company [and the Co-Issuer] 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: (i) immediately after such consolidation, merger, sale
or conveyance no Event of Default or Default shall have occurred and be
continuing; (ii) the surviving Person in such consolidation or merger (if other
than the Company [or the Co-Issuer], as the case may be) or person to whom such
property and assets are sold or conveyed (if other than the Company [or the
Co-Issuer], as the case may be) is a corporation organized under the laws of the
United States of America or any state thereof, and such Person (if other than
the Company [or the Co-Issuer], as the case may be) through an amendment to this
Agreement assumes all of the obligations of the Warrants and the performance and
observance of all the covenants and conditions of this Agreement with respect to
the Company [or the Co-Issuer], as the case may be; (iii) the Company [or the
Co-Issuer], as the case may be, shall have delivered to the Trustee under the
Indenture such certificates and opinions as required by the Indenture and all
conditions precedent provided for in the Indenture relating to such
consolidation, merger, sale or conveyance have been complied with. The Company
[and/or the Co-Issuer] may consolidate or merge with or into, or sell or convey
all or substantially all of its property and assets to any Subsidiary. For
purposes of this Section, "sell or convey all or substantially all of its
property and assets" shall mean property and assets contributing in the
aggregate at least 80% of the Company's total consolidated revenues as reported
in the Company's last available periodic financial report (quarterly or annual,
as the case may be) filed with the Securities and Exchange Commission.



                                       14
<PAGE>

              Upon any consolidation by the Company [or the Co-Issuer] with or
merger by the Company [or the Co-Issuer] into any other corporation or any sale
or conveyance of all or substantially all of the property and assets of the
Company [or the Co-Issuer] to any Person in accordance with this Section 5.2,
the successor Person formed by such consolidation or into which the Company [or
the Co-Issuer] is merged or to which such sale or conveyance is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company [or the Co-Issuer], as the case may be under this Agreement with the
same effect as if such successor Person had been named as the Company [or the
Co-Issuer], as the case may be, herein, and in the event of any such sale or
conveyance, the Company [or the Co-Issuer], as the case may be (which term shall
for this purpose mean the Person named as the "Company" [or the "Co-Issuer"] in
the first paragraph of this Agreement or any successor Person which shall
theretofore become such in the manner described in this Section 5.2), shall be
discharged of all obligations and covenants under this Agreement and may be
dissolved or liquidated.

              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 Debt Securities 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.

              [SECTION 5.5 Co-Issuance of Debt Securities. The Co-Issuer
covenants that so long as any Warrants remain Outstanding it will cause the Debt
Securities from time to time guaranteed pursuant to the Warrants in the manner
herein provided to be fully and unconditionally guaranteed in accordance with
the Warrants and the terms hereof.]

                                   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 [or the Co-Issuer] to deliver the Debt
     Securities or the Guarantees, as the case may be, in exchange for the
     Warrants in accordance with the provisions of this Agreement or

              (b) failure on the part of the Company [or the Co-Issuer] 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


                                       15
<PAGE>

     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 and 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 [or of the Co-Issuer], either directly or though the
Company [or of the Co-Issuer], 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 [or of the Co-Issuer], because of
the creation of the indebtedness [or the guarantees] 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 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 thereform 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


                                       16
<PAGE>

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 [or of the Co-Issuer]
     for the benefit of the Registered Owners of Warrants,

              (b) to surrender any right or power conferred upon the Company [or
     the Co-Issuer],

              (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 the Co-Issuer, as the
     case may be,] or required by law, to evidence the permitted succession of
     another corporation to the Company [or the Co-Issuer, as the case may be,]
     and the assumption by such successor of the covenants and obligations of
     the Company [or the Co-Issuer, as the case may be,] 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 [,
the Co-Issuer] and the Agent and past defaults thereunder or future compliance
therewith by the Company [or by the Co-Issuer] may be waived either with the
written consent of the Registered Owners of not less than a majority in
aggregate principal amount of the Debt Securities] at the time outstanding, or 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 Debt Securities] 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 exercisable for Debt Securities 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

                                       17
<PAGE>

              (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
                             [Intentionally omitted]

                                   Article IX
                              CONCERNING THE AGENT

              SECTION 9.1. Appointment of Agent. The Company [and the Co-Issuer]
hereby appoint[s] ___________, 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 [and the Co-Issuer] for all services rendered by it, and
     the Company [and the Co-Issuer] agree[s] 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


                                       18
<PAGE>

     hereunder. The Company [and the Co-Issuer] also agree[s] 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 the
     Co-Issuer] 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 [or the Co-Issuer]), 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 [or
     the Co-Issuer] reasonably believed by the Agent to be genuine and to have
     been signed by the proper persons.

              (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 [or the Co-Issuer] 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 [or the Co-Issuer] 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 [or of the Co-Issuer, as applicable], 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 [and the
     Co-Issuer] 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
     [and the Co-Issuer].



                                       19
<PAGE>

              SECTION 9.3. Agent Required. The Company [and the Co-Issuer]
agree[s] 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 [and the
Co-Issuer] agree[s] to accept less notice. Upon receipt of such notice of
resignation, the Company [and the Co-Issuer] shall promptly act to appoint a
successor Agent. The Agent may be removed at any time by the Company [and the
Co-Issuer] 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 [and the
Co-Issuer] 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 property or
affairs, for the purpose of rehabilitation, conservation or liquidation, a
successor agent, eligible as aforesaid, shall be appointed by the Company [and
the Co-Issuer].

              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 the Co-Issuer] 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 appointment of a successor Agent.



                                       20
<PAGE>

              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 IX, 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 [or the Co-Issuer]
shall be sent to:

                           Viacom Inc.
                           [or Viacom International 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



                                       21
<PAGE>

              (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.

              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 Co-Issuer,] 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 Co-Issuer,] 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


                                       22
<PAGE>

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 [, the
Co-Issuer] or the Agent shall bind their respective successors and assigns,
whether so expressed or not.




                                       23
<PAGE>

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



                                      VIACOM INC.


                                      By
                                         ---------------------------------
                                           Name:
                                           Title:



                                      [VIACOM INTERNATIONAL INC.


                                      By
                                         ---------------------------------
                                           Name:
                                           Title:]



                                      AGENT NAME,  as Agent


                                      By
                                         ---------------------------------
                                           Name:
                                           Title:

                                       24