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                                   VIACOM INC.


                        STANDARD PREFERRED STOCK WARRANT

                              AGREEMENT PROVISIONS


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                                TABLE OF CONTENTS
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                                   Article 1
                                   ---------


            Issuance, Execution and Delivery of Warrant Certificates
            --------------------------------------------------------

         Section 1.1 Issuance of Warrant Certificates.............................................................1

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

         Section 1.3 Registration and Countersignature............................................................3

                                    Article 2
                                    ---------

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

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

         Section 2.2 Duration of Warrant Certificates.............................................................4

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

                                    Article 3
                                    ---------

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

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

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

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

         Section 3.4 Call of Warrants by the Company..............................................................8

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

         Section 3.6 Reservation of Shares........................................................................9

         Section 3.7 Obtaining of Governmental Approvals and Stock Exchange Listings.............................10

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

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

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




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                                    Article 4
                                    ---------

                 Exchange and Transfer of Warrant Certificates
                  ---------------------------------------------

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

         Section 4.2 Treatment of Holders of Warrant Certificates................................................21

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

                                    Article 5
                                    ---------

                          Concerning the Warrant Agent
                          ----------------------------

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

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

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

                                    Article 6
                                    ---------

                                  Miscellaneous
                                  -------------

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

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

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

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

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

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

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

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

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

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

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

         Section 6.12 Termination................................................................................30



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<PAGE>


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

                                   ARTICLE 1

            ISSUANCE, EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

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

                  There shall be established in or pursuant to a resolution of
the Board of Directors of the Company or any duly authorized committee thereof
or established in one or more warrant agreements supplemental hereto, prior to
the issuance of any Warrants: the designation of such Warrants; if the Warrants
are issued together as a unit with any other securities of the Company, the date
after which the Warrants shall be freely tradable separately from such other
securities

<PAGE>

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

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

                                       2

<PAGE>


signatures may be manual or facsimile signatures of such authorized officers and
may be imprinted or otherwise reproduced on the Warrant Certificates.

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

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

                  Section 1.3 Registration and Countersignature. The Warrant
Agent shall, upon receipt of Warrant Certificates, duly executed on behalf of
the Company, countersign the Warrant Certificates evidencing Warrants to
purchase the number of Shares set forth in the Warrant Agreement and shall
deliver such Warrant Certificates to the appropriate person or

                                       3

<PAGE>

entity upon the order of the Company. After the original issuance of the Warrant
Certificates, the Warrant Agent shall countersign a Warrant Certificate only if
the Warrant Certificate is issued in exchange or substitution for, or in
connection with the registration of transfer of, one or more previously
countersigned Warrant Certificates, as hereinafter provided. The Warrant
Certificates shall not be valid for any purpose unless so countersigned.

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

                  [NAME OF WARRANT AGENT],
                           as Warrant Agent

                  By_________________________________
                           Authorized Signatory

                                   ARTICLE 2

          WARRANT PRICE, DURATION AND EXERCISE OF WARRANT CERTIFICATES

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

                  Section 2.2 Duration of Warrant Certificates. Warrant
Certificates may be exercised in whole at any time, and in part from time to
time, during the period set forth in the Warrant Agent (the "Expiration Date").
Each Warrant Certificate not exercised on or before the



                                       4
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close of business on the Expiration Date shall become void, and all rights of
the holder thereunder and under this Agreement shall cease.

Section 2.3  Exercise of Warrant Certificates.

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



                                       5
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that have been exercised and the amount of moneys deposited to its account or
the type and amount of other consideration to be delivered to it.

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

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

(d) The Company will pay all documentary stamp taxes attributable to the initial
issuance of Warrants and of Shares upon the exercise of Warrants; provided,
however, that the Company shall not be required to pay any tax or taxes which
may be payable in respect of any transfer involved in the issue of any Warrant
Certificates or any certificates for Shares in a name other than the registered
holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and
the Company shall not be required to issue or deliver such certificates unless
or


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until the person or persons requesting the issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

                                   ARTICLE 3

                     OTHER PROVISIONS RELATING TO RIGHTS OF
                         HOLDERS OF WARRANT CERTIFICATES

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

                  Section 3.2 Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Company and the Warrant Agent of evidence
reasonably satisfactory to them of the ownership and the loss, theft,
destruction or mutilation of the Warrant Certificate, and of such security or
indemnity as may be required by them to save each of them harmless, and, in the
case of mutilation, upon surrender thereof to the Warrant Agent for
cancellation, then, in the absence of notice to the Company or the Warrant Agent
that such Warrant Certificate has been acquired by a bona fide purchaser, the
Company shall execute, and an authorized officer of the Warrant Agent shall
manually countersign and deliver, in exchange for or in lieu of the lost, stolen
or destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the
same tenor and for a like number of Warrants. Upon the issuance of any new
Warrant Certificate under this Section, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expense (including the fees and expenses of
the Warrant Agent) in connection therewith. Every substitute Warrant Certificate
executed and



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delivered pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall constitute an additional contractual obligation of the
Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to the benefits of
this Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this
Section are exclusive and shall preclude (to the extent lawful) any and all
other rights or remedies with respect to the replacement of mutilated, lost,
stolen or destroyed Warrant Certificates.

                  Section 3.3 Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of any
Warrant Certificate, without the consent of the Warrant Agent, the holder of any
Shares or the holder of any other Warrant Certificate, may, in his or her own
behalf and for his or her own benefit, enforce, and may institute and maintain
any action or proceeding against the Company to enforce or otherwise in respect
of, his or her right to exercise his or her Warrant Certificate in the manner
provided in his or her Warrant Certificate and in his or her Agreement.

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



                                       8
<PAGE>

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

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


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Warrants, and the Company will supply such transfer agent with duly executed
stock certificates for such purpose.

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

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

                  Section 3.7 Obtaining of Governmental Approvals and Stock
Exchange Listings. So long as any Warrants remain outstanding, the Company will
take all necessary steps (a) to obtain and keep effective any and all permits,
consents and approvals of governmental agencies and authorities and to make
filings under federal and state securities acts and laws, which may be or become
requisite in connection with the issuance, sale, transfer and delivery of the
Warrant Certificates, the exercise of the Warrants and the issuance, sale,
transfer and delivery of the Shares issued upon exercise of Warrants, and (b) to
have the shares of Stock immediately upon their issuance upon exercise of
Warrants, (i) listed on each national securities exchange on which the Preferred
Stock is then listed or (ii) if the Preferred Stock is not then listed on any
national securities exchange, listed for quotation on the NASD Automated
Quotations System ("Nasdaq")



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National Market ("Nasdaq National Market") or such other over-the-counter
quotation system on which the Stock may then be listed.

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

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

                  (b) In the event of any capital reorganization or any
reclassification of the Preferred Stock (except as provided in paragraph (a)
above or paragraph (h) below), any holder of Warrants upon exercise thereof
shall be entitled to receive, in lieu of the Preferred Stock to



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

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

                  (d) Whenever the number of Shares purchasable upon the
exercise of each Warrant is adjusted as herein provided (whether or not the
Company then or thereafter elects to



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<PAGE>


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

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

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



                                       13
<PAGE>


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

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

                  (h) In case of any consolidation of the Company with or merger
of the Company into another corporation or in case of any sale or conveyance to
another corporation of



                                       14
<PAGE>


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

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



                                       15
<PAGE>


                  Section 3.9  Fractional Warrants and Fractional Shares.

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

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

                  (c) The closing price for each day shall be the last sale
price, regular way, or, if no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, for such day, in either case as
reported in the principal consolidated transaction reporting



                                       16
<PAGE>


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

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



                                       17
<PAGE>


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

                  If:

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

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

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

                                       18
<PAGE>

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

                                   ARTICLE 4

                  EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES

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



                                       19
<PAGE>


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



                                       20
<PAGE>


                  Section 4.2 Treatment of Holders of Warrant Certificates.
Every holder of a Warrant Certificate, by accepting the same, consents and
agrees with the Company, the Warrant Agent and with every subsequent holder of
such Warrant Certificate that, until the transfer of the Warrant Certificate is
registered on the books of the Warrant Agent, the Company and the Warrant Agent
may treat the registered holder as the absolute owner thereof for any purpose
and as the person entitled to exercise the rights represented by the Warrants
evidenced thereby, any notice to the contrary notwithstanding.

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

                                   ARTICLE 5

                          CONCERNING THE WARRANT AGENT

                  Section 5.1 Warrant Agent. The Company hereby appoints the
Warrant Agent as the Warrant Agent of the Company in respect of the Warrant
Certificates upon the terms and subject to the conditions herein set forth, and
the Warrant Agent hereby accepts such appointment. The Warrant Agent shall have
the powers and authority granted to and conferred upon it in the Warrant
Certificates and by this Agreement, and such further powers and authority



                                       21
<PAGE>


to act on behalf of the Company as the Company may hereafter grant to or confer
upon it. All of the terms and provisions with respect to such powers and
authority contained in the Warrant Certificates are subject to and governed by
the terms and provisions hereof.

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

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

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



                                       22
<PAGE>


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

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

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

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



                                       23
<PAGE>

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

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

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

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




                                       24
<PAGE>


            performance of its covenants or agreements contained in the Warrant
            Certificates or in the case of the receipt of any written demand
            from a holder or a Warrant Certificate with respect to such default,
            including any duty or responsibility to initiate or attempt to
            initiate any proceedings at law or otherwise or to make any demands
            upon the Company.

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

                  Section 5.3 Registration and Appointment of Successor Warrant
Agent.

                  (a) The Company agrees, for the benefit of the holders from
time to time of the Warrant Certificates, that at all times there shall be a
Warrant Agent hereunder until all the Warrant Certificates are no longer
exercisable.

                  (b) The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which its desired resignation shall become effective; provided that
such date shall not be less than 60 days after the date on which such notice is
given unless the Company agrees to accept less notice. The




                                       25
<PAGE>

Warrant Agent may be removed at any time by the filing with it of an instrument
in writing signed by or on behalf of the Company and specifying such removal and
the date when it shall become effective. Such resignation or removal shall take
effect upon the appointment by the Company, as hereinafter provided, of a
successor Warrant Agent (which shall be a bank or trust company organized and
doing business under the laws of the United States of America or of any State,
in good standing, and authorized under such laws to exercise corporate trust
powers) and the acceptance of such appointment by such successor Warrant Agent.
Upon its resignation or removal, the Warrant Agent shall be entitled to the
payment by the Company of the compensation agreed to under Section 5.2(b) hereof
for, and to the reimbursement of all reasonable out-of-pocket expenses incurred
in connection with, the services rendered hereunder by the Warrant Agent.

                  (c) If at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or shall file a petition seeking relief under the Federal Bankruptcy
Code, as now constituted or hereafter amended, or under any other applicable
federal or state bankruptcy law or similar law or make an assignment for the
benefit of its creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian of it or of all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered for relief against it
under the Federal Bankruptcy Code, as now constituted or hereafter amended, or
under any other applicable federal or state bankruptcy or similar law or if any
public officer shall have taken charge or control of the Warrant Agent or of its
property or affairs, for the purpose of rehabilitation, conservation or
liquidation, a successor Warrant Agent, qualified in accordance



                                       26
<PAGE>


with the terms of this Agreement, shall be appointed by the Company by an
instrument in writing, filed with the successor Warrant Agent. Upon the
appointment of a successor Warrant Agent and acceptance by the latter of such
appointment, the Warrant Agent so superseded shall cease to be the Warrant Agent
hereunder.

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

                  (e) Any corporation into which the Warrant Agent hereunder may
be merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that is shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of the parties hereto.



                                       27
<PAGE>

                                   ARTICLE 6

                                  MISCELLANEOUS

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

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

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

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

or such other address as shall be specified in writing by the Warrant Agent or
by the Company.

                                       28
<PAGE>


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

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

                  Section 6.6 Persons Having Rights under Warrant Agreement.
Nothing in this Agreement is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the Company, the Warrant Agent and
the holders of the Warrant Certificates, any right, remedy or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise or
agreement hereof. All covenants, conditions, stipulations, promises and
agreements contained in this Agreement shall be for the sole and exclusive
benefit of the Company, the Warrant Agent and their successors and of the
holders of the Warrant Certificates.



                                       29
<PAGE>


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

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

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

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

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

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



                                       30