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                                                                    Exhibit 10.9

                                                                  CONFORMED COPY


                    TECHNOLOGY SHARING AND LICENSE AGREEMENT

         TECHNOLOGY SHARING AND LICENSE AGREEMENT (hereinafter the "AGREEMENT")
dated as of July 15, 1999, by and between MTV Networks ("MTVN") and InfoWorks
("INFOWORKS") each a division of Viacom International Inc., a Delaware
corporation ("VIACOM"), MTVN Online Inc., a subsidiary of Viacom ("MTVNO")
(MTVN, InfoWorks and MTVNO being collectively referred to herein as the
"LICENSOR"), on the one hand, and MTVN Online Partner I LLC, a Delaware limited
liability company ("VLLC") (the "LICENSEE") on the other.

         This Agreement is delivered pursuant to the terms of the Organization
Agreement, of even date herewith (the "ORGANIZATION AGREEMENT"), among Liberty
Media Corporation, a Delaware corporation ("LIBERTY"), TCI Music, Inc., a
Delaware corporation ("TUNE"), MTVN, VLLC, MTVN Online Inc., a Delaware
corporation, Imagine Radio, Inc., a Delaware corporation ("IMAGINE"), SonicNet,
Inc., a Delaware corporation ("SONICNET"), The Box Worldwide Inc., a Florida
corporation ("BOX"), VJN LPTV Corp., a Delaware corporation, and MTVN Online
L.P., a Delaware limited partnership (the "PARTNERSHIP").

         WHEREAS, the parties desire that Licensor grant to Licensee certain
rights with respect to the Licensed Products and Third Party Products (as such
terms are defined below) necessary for the operation of the Business (as defined
below) upon the terms and conditions set forth herein; and

         WHEREAS, immediately after the execution of this Agreement, Licensee
shall assign to the Partnership all of Licensee's rights and obligations under
this Agreement other than its payment obligations under Section 2 (C) hereof;

         NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:


                         SECTION 1. CERTAIN DEFINITIONS

         "AFFILIATE" shall have the meaning set forth in the Organization
         Agreement.

         "BUSINESS" shall have the meaning set forth in the Partnership
         Agreement, as of the date of this Agreement.

         "BUSINESS DAY" shall have the meaning set forth in the Partnership
         Agreement.

         "APPLICATIONS PROGRAMMING INTERFACE" or "API" means the specifications
         of a Licensed Product which define the external programming
         requirements necessary to interface between that Licensed Product and
         other Object Code.
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         "CODE" shall mean Object Code and Source Code.

         "CONTRIBUTED BUSINESS" shall mean the business contributed on the date
         hereof directly or indirectly by Viacom and its Affiliates to the
         Partnership.

         "DERIVATIVE WORKS" shall mean all "derivative works" and "compilations"
         within the meanings of such terms as defined in the U.S. Copyright Act
         (17 U.S.C. Section 101 et seq.).

         "DOCUMENTATION" (including its correlative "DOCUMENT") means the
         current version of all available manuals and other materials in written
         or machine-readable form that are owned as of the date hereof by
         Licensor, relating to the methods of use or operation by end users and
         operators of the Object Code of the Licensed Products.

         "EXCLUDED PRODUCT" shall mean any technology, product or service which
         is not owned exclusively by Licensor unless Licensor has the right to
         sublicense such technology, product or service to a third party without
         the payment of any fees or expenses.

         "INTELLECTUAL PROPERTY" shall have the meaning set forth in the
         Organization Agreement.

         "LICENSED PRODUCTS" means all Subject Products delivered by Licensor to
         Licensee during the period specified in Section 3.

         "LICENSEE SERVICES" means the services conducted by Licensee
         exclusively in the operation of the Business.

         "LICENSOR PROPRIETARY OBJECT CODE" means all Object Code which Licensor
         owns.

         "MANAGEMENT COMMITTEE" shall have the meaning as set forth in the
         Partnership Agreement.

         "NEWCO STOCKHOLDERS AGREEMENT" shall have the meaning set forth in the
         Parent Agreement.

         "OBJECT CODE" shall mean (i) machine executable programming
         instructions, substantially in binary form, which are intended to be
         directly executable by a processor after suitable processing and
         linking but without the intervening steps of compilation or assembly,
         or (ii) other executable code (e.g., "byte code" and other intermediate
         code forms in connection with interpretive languages).

         "PARENT AGREEMENT" shall mean the Parent Agreement and Guaranty of even
         date herewith among TCI Music, MTVN, Liberty, Box, SonicNet and the
         Partnership.

         "PARTNERSHIP AGREEMENT" shall mean the Agreement of Limited Partnership
         of even date herewith among Licensee, Imagine, SonicNet and Box.

         "REORGANIZATION" shall have the meaning set forth in the Parent
         Agreement.
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         "PERSON" shall have the meaning set forth in the Organization
         Agreement.

         "REPRESENTATIVE" shall have the meaning as set forth in the Partnership
         Agreement.

         "SOURCE CODE" shall mean the human readable form of Code in which
         programs have been written and related technical documentation,
         including comments internal to such Code and descriptions external to
         such Code that are useful for understanding and maintaining said
         programs (for example, logic manuals, flow charts and principles of
         operation).

         "SUBJECT PRODUCTS" means all Licensor Proprietary Object Code
         heretofore used in connection with the Contributed Business that is:

                  (a)      necessary and/or appropriate for use in launching and
                           operating Licensee Services;

                  (b)      embodied in development tools that were used to
                           develop, create, and enhance Licensed Products for
                           use in connection with Contributed Business; or

                  (c)      an upgrade, enhancement, or modification to a Third
                           Party Product created by Licensor, and for which
                           Licensor has received all necessary rights to license
                           to Licensee as set forth in this Agreement.

         Subject Products exclude: (i) Excluded Product; (ii) all development
         tools, regardless of the creator, except those set forth in subsection
         (b) above and (iii) Third Party Products or upgrades, enhancements, or
         modifications to same, except those set forth in subsection (c) above.

         "SUBSIDIARY" shall have the meaning set forth in the Partnership
         Agreement.

         "THIRD PARTY PRODUCTS" refers to computer software products and related
         documentation licensed by Licensor from third parties, used by Licensor
         as of the date hereof in connection with the Contributed Business and
         available for use by Licensee under the terms of applicable license
         agreements, which are necessary or appropriate for use in launching and
         operating Licensee Services, including software products and related
         documentation readily available in the marketplace pursuant to a
         "shrink-wrap" license or similar form license agreement. For the
         avoidance of doubt, the term "Third Party Products" shall not include
         Licensed Products.

         "TUNE STOCKHOLDER GROUP" shall have the meaning as set forth in the
         Partnership Agreement.

         Any capitalized term which is not specifically defined herein shall
         have the meaning given to that term in the Organization Agreement.
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                        SECTION 2. LICENSE GRANTS AND FEE

         A.       Licensed Products. Subject to the terms and conditions of this
                  Agreement, Licensor hereby grants to Licensee on a quitclaim
                  basis for the Term, a non-exclusive, non-transferable (except
                  as set forth in this Agreement) license to use the Licensed
                  Products, as they exist as of the date hereof, only for the
                  internal purposes of Licensee and its wholly-owned
                  Subsidiaries (which purposes shall include operating servers
                  accessed by end users of the Licensed Services) in the
                  operation of the Business.

         B.       Third Party Products. Subject to the terms and conditions of
                  this Agreement, and subject to the payment of applicable
                  third-party royalties or fees, if any, for which Licensee
                  shall be exclusively responsible, Licensor hereby grants to
                  Licensee the same license rights in respect of Third Party
                  Products, as they exist as of the date hereof (to the extent
                  that Licensor is legally entitled to sublicense or extend such
                  rights to Licensee as of the date hereof), as Licensor has
                  granted to Licensee in respect of the Licensed Products under
                  Section 2 (A) above. Licensee acknowledges and agrees that,
                  with respect to some Third Party Products, the grant to
                  Licensee of the rights specified in this Section 2 (B) may
                  require the consent of the owners of such Third Party
                  Products, and that such grant shall not be effective until
                  such consent has been obtained. Licensee agrees to comply with
                  all license and legal requirements that are applicable to it
                  with respect to Licensee's use of the Third Party Products.

         C.       License Fee. During the Term of this Agreement, Licensee shall
                  pay to Licensor a license fee of $10,000 per year which amount
                  shall be payable on the first business day following the end
                  of each such year.

         D.       Documentation. Subject to the terms and conditions of this
                  Agreement, Licensor hereby grants to Licensee on a quitclaim
                  basis for the Term, a non-exclusive, non-transferable (except
                  as expressly provided herein) right to:

                  (i) use, translate into foreign languages, display, reproduce
                  and distribute internally only in connection with its use of
                  the Licensed Products as permitted hereunder any
                  Documentation, as it exists as of the date hereof, relating to
                  the Licensed Products; and

                  (ii) upon receipt of prior written approval from Licensor,
                  which approval shall not be unreasonably withheld or delayed
                  (but may be conditioned upon provision of appropriate
                  nondisclosure undertakings), furnish to providers of services
                  to Licensee a copy of such Documentation.

         E.       APIs. Subject to the terms and conditions of this Agreement,
                  Licensor hereby grants to Licensee on a quitclaim basis for
                  the Term, a non-exclusive, non-transferable (except as
                  expressly provided herein) right to use and make copies of the
                  Application Programming Interfaces, as they exist as of the
                  date hereof, for the
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                  sole purpose of developing software products for use only for
                  the internal purposes of Licensee (which purposes shall
                  include developing server software accessed by end users of
                  the Licensed Services) in the operation of the Business that
                  access, and/or interface with, such Application Programming
                  Interfaces.

         F.       Source Code Availability; Adaptation. Subject to the terms and
                  conditions of this Agreement:

                  (i) the licenses granted pursuant to Section 2 (A), (B) and
                  (E) include the right for Licensee to receive, use or make
                  copies of the Source Code for the Licensed Products and, to
                  the extent permitted under applicable agreements, the Third
                  Party Products.

                  (ii) The licenses granted pursuant to Sections 2 (A), (B), (D)
                  and (E) include the right for Licensee to adapt, alter,
                  modify, translate or otherwise create Derivative Works of the
                  Licensed Products, the Documentation, and, to such extent as
                  may be permitted under applicable agreements, the Third Party
                  Products, each such Derivative Work to be subject to all
                  restrictions, limitations and conditions of this Agreement
                  which are applicable to the item from which such Derivative
                  Work was prepared.


                        SECTION 3. SELECTION AND DELIVERY

         From time to time during the Term, Licensor shall make available to
         Licensee reasonable access to the Subject Products. If Licensee is
         interested in any Subject Product, then during such period Licensee
         shall request such Subject Product in writing in reasonable detail from
         Licensor, and Licensor shall deliver the Subject Product for use
         hereunder. Once a Subject Product has been delivered to Licensee, then
         such Subject Product shall become a Licensed Product. Licensor
         disclaims any obligations of maintenance or support with respect to the
         Licensed Products and the Third-Party Products. To the extent permitted
         by applicable agreements, Licensee may obtain maintenance and support
         for the Third Party Products from the respective vendors thereof, at
         Licensee's expense.


                        SECTION 4. INTELLECTUAL PROPERTY

         A.       Licensed Products Exclusive Property of Licensor. Licensee
                  recognizes and acknowledges Licensor's exclusive ownership and
                  title to the Licensed Products and Documentation and all
                  Intellectual Property therein. For all purposes of the
                  relationship between Licensor and Licensee created hereunder,
                  Licensor shall be deemed to be the sole and exclusive owner
                  thereof, subject only to the specific nonexclusive, terminable
                  rights granted to Licensee hereunder. Nothing contained in
                  this Agreement shall be construed to confer upon Licensee or
                  to vest in Licensee any right of ownership in the Licensed
                  Products or Documentation or to any Intellectual Property of
                  Licensor, and Licensee shall not, directly or indirectly,
                  register or cause to be registered, in any country or with any
                  governmental
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                  authority any Intellectual Property Right in any subject
                  matter consisting of or substantially similar to any of the
                  Licensed Products or Documentation. Licensee agrees that all
                  goodwill resulting from the use by it of the Licensed Products
                  or Documentation and Intellectual Property therein shall inure
                  solely to the benefit of Licensor.

         B.       No Challenge. During the Term and thereafter, Licensee will
                  not, and will not assist any Person to: (i) challenge the
                  validity or Licensor's ownership of the Licensed Products or
                  Documentation or Licensor's Intellectual Property therein;
                  (ii) contest the fact that Licensee's rights under this
                  Agreement are solely those of a licensee and terminate upon
                  termination or expiration of this Agreement; and (iii)
                  represent in any manner that it has any right in or to the
                  Licensed Products or Documentation in any manner except as set
                  forth in this Agreement.

         C.       Licensee Developments. Title to all Derivative Works based on
                  the Licensed Products or Documentation which have been created
                  solely by or for Licensee, shall be the property of Licensee,
                  subject to Licensor's ownership rights in all preexisting
                  materials included therein.

         D.       Proprietary Notices. Licensee agrees not to obfuscate, remove
                  or alter any of the patent, copyright, trademark, trade
                  secret, proprietary and other legal notices contained, in or
                  displayed by the use of, the Licensed Products, Documentation
                  or Third Party Products. Licensee further agrees to produce,
                  in each copy of the Licensed Products, Documentation or Third
                  Party Products that is made by Licensee, such patent,
                  copyright, trademark, trade secret, proprietary and other
                  legal notices that are properly included in the Licensed
                  Products, Documentation or Third Party Products, as provided
                  by Licensor to Licensee.

         E.       Compliance with Encryption and Export/Import Laws. Licensee
                  shall comply, and Licensee shall require all third parties
                  permitted access to Licensed Products, Documentation or Third
                  Party Products hereunder to comply, with all of then-current
                  applicable laws, rules and regulations of the United States
                  (and any other countries having jurisdiction) relating to the
                  use of encryption technology and the import and export of
                  technology, software and technical data, including, but not
                  limited to, any regulations of the United States Office of
                  Export Administration, to the extent permitted by applicable
                  law in the applicable jurisdiction, and of any other
                  applicable governmental authority, and shall not export or
                  re-export any technology, software, technical data or the
                  direct product of such technology, software and technical data
                  to any proscribed country listed in such applicable laws,
                  regulations and rules unless properly authorized.
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                                 SECTION 5. TERM

         The Term of this Agreement shall commence on the date hereof, and
         unless earlier terminated pursuant to Section 6 hereof, terminate on
         the fiftieth anniversary of the date hereof.


                             SECTION 6. TERMINATION

         A.       Automatic Termination. This Agreement shall terminate
                  automatically in the event of any insolvency of Licensee, or
                  upon the appointment of any receiver, administrator,
                  liquidator, or trustee to take possession of the properties of
                  Licensee or upon the winding-up, sale, consolidation, merger
                  or any sequestration by governmental authority of Licensee.

         B.       Partial Termination. Licensor shall have the right to
                  terminate this Agreement as to any Licensed Product, Third
                  Party Product or item of Documentation under the circumstances
                  set forth in Section 8 (A), upon written notice to Licensee.

         C.       Termination for Breach. Licensor shall have the right to
                  terminate this Agreement, upon thirty days notice to Licensee,
                  in the event (a) of the breach of any material provision
                  hereof by Licensee which has remained uncured for thirty (30)
                  days following notice of such breach from Licensor or (b) the
                  Business is completely discontinued; provided, however, that
                  if any such event shall occur and remain uncured after such
                  initial 30 day cure period, then, if at the time of such
                  breach, Licensor owned a majority of outstanding equity
                  ownership of Licensee and at such time the Tune Stockholder
                  Group met the Tune Minimum Condition (as defined in the
                  Partnership Agreement) then, Licensor shall give further
                  written notice thereof to the Tune Stockholder Group and
                  Licensee, and Tune shall in accordance with the provisions of
                  the Partnership Agreement have an additional period of thirty
                  (30) days to effect such cure and Licensor shall not be
                  entitled to terminate this Agreement until the conclusion of
                  such additional 30 day cure period.

         D.       Effect of Termination.

                  (i) Termination of Rights. Upon expiration or termination of
                  this Agreement for any reason, Licensee's right to use the
                  Licensed Products, the Documentation and the Third Party
                  Products will terminate immediately, and this Agreement shall
                  cease, except that all obligations of the parties under this
                  Agreement which accrue or are due with respect to periods
                  prior to, or as of, such termination or expiration, and all
                  obligations which expressly survive the expiration or
                  termination of this Agreement shall continue in full force and
                  effect subsequent to and notwithstanding the expiration or
                  termination of this Agreement.

                  (ii) Use of Licensed Products. Upon expiration or termination
                  of this Agreement for any reason, Licensee shall discontinue
                  immediately all use of the
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                                                                               8


                  Licensed Products, the Documentation and the Third Party
                  Products, cooperate with Licensor and any of its appointed
                  agents to inform the appropriate authorities of such
                  termination and destroy all materials that contain, refer to
                  or relate to the Licensed Products, the Documentation and the
                  Third Party Products, whether provided to Licensee by Licensor
                  or created or developed by Licensee or by any third party, or
                  shall certify the destruction of all such materials, except to
                  the extent that such materials constitute Licensee
                  Developments as defined in Section 4 (C) above. All rights in
                  the Licensed Products and the Documentation shall remain the
                  property of Licensor upon expiration or termination.


                SECTION 7. REPRESENTATIONS WARRANTIES; DISCLAIMER

         A.       Licensor's Representations and Warranties. Licensor
                  represents and warrants that to the best of Licensor's
                  knowledge, Licensor has the right to grant the rights to the
                  Licensed Products, the Documentation and the Third Party
                  Products which are granted to Licensee herein. EXCEPT AS
                  STATED IN THE PRECEDING SENTENCE, THE LICENSED PRODUCTS,
                  DOCUMENTATION AND THIRD PARTY PRODUCTS ARE PROVIDED TO
                  LICENSEE "AS IS," AND LICENSOR MAKES NO WARRANTIES OF ANY
                  KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING,
                  BUT NOT LIMITED TO, WHETHER THE LICENSED PRODUCTS WILL
                  FUNCTION IN ACCORDANCE WITH THE DOCUMENTATION OR ANY RESULTS
                  OBTAINABLE FROM THE USE OF ANY TECHNOLOGY LICENSED TO LICENSEE
                  UNDER THIS AGREEMENT, AND DISCLAIMS ANY AND ALL EXPRESS OR
                  IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
                  PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD-PARTY
                  INTELLECTUAL PROPERTY.

         B.       Licensee's Representations and Warranties. Licensee represents
                  and warrants that:

                  (i) Licensee is a limited liability company duly formed,
                  validly existing and in good standing as a limited liability
                  company under the laws of the State of Delaware and has the
                  requisite power and authority to own, lease and operate its
                  assets and its businesses as currently being conducted.

                  (ii) Licensee has the requisite power and authority to enter
                  into and perform this Agreement; the execution, delivery and
                  performance by Licensee of this Agreement have been duly
                  authorized by all required action on its part and, if
                  required, by its sole member, and this Agreement has been duly
                  executed and delivered by it.

                  (iii) This Agreement is a legal, valid and binding obligation
                  of Licensee enforceable against Licensee in accordance with
                  its terms.
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                  (iv) Licensee shall not make any direct or indirect use of the
                  Licensed Products, Documentation or Third Party Products other
                  than as permitted in this Agreement.

         C.       No Right to Extend Warranties. LICENSEE IS NOT AUTHORIZED TO,
                  AND SHALL NOT MAKE ANY WARRANTY ON BEHALF OF LICENSOR, EXPRESS
                  OR IMPLIED, TO ANY PERSON CONCERNING THE APPLICATION OF OR THE
                  RESULTS TO BE OBTAINED WITH THE TECHNOLOGY LICENSED TO
                  LICENSEE UNDER THIS AGREEMENT.


                             SECTION 8. INFRINGEMENT

         A.       Prevention of Infringement of Third-Party Rights. In the event
                  that the use of any Licensed Product, Documentation or Third
                  Party Product results, or in Licensor's reasonable opinion is
                  likely to result, in an infringement or violation of any third
                  party's Intellectual Property, or a breach of any license
                  obligation of Licensor with respect to a Third Party Product,
                  Licensor, at its option, may (i) modify the item in question
                  so that it avoids any such infringement, (ii) replace the item
                  in question with an alternative item that avoids such
                  infringement, violation or breach, or (iii) request return of
                  the item in question and terminate the license granted herein
                  with respect thereto, provided, however, that Licensor shall
                  not be obligated to make any expenditure in connection with
                  any of the foregoing, and shall in no event have any liability
                  for any claim of intellectual property infringement or trade
                  secret misappropriation arising out of Licensee's use of the
                  Licensed Products, Documentation or Third Party Products
                  hereunder, or for any claim by Licensee for impairment or loss
                  of use of the item in question due to any such modification,
                  replacement or termination.

         B.       Infringement by Third Parties. Licensee shall promptly notify
                  Licensor of any infringement of Intellectual Property in the
                  Licensed Products or Documentation that come to Licensee's
                  attention. In addition, Licensee undertakes to use its
                  reasonable best efforts to assist and cooperate with Licensor
                  in the prosecution of any lawsuits, legal actions or other
                  proceedings which, in the opinion of Licensor, are necessary
                  or advisable to protect the Licensed Products or the
                  Documentation, including, at Licensor's request and expense,
                  participating in such proceedings as a party; provided,
                  however, that Licensee shall not be required to incur or pay
                  any costs or expenses (other than de minimis amounts)
                  occasioned by such assistance or cooperation, and shall be
                  reimbursed by Licensee for any such expenditures Licensee does
                  make. The right to protect the Licensed Products and the
                  Documentation, as well as the right to determine in all
                  respects the manner of protection, shall at all times rest
                  exclusively with Licensor.
<PAGE>   10
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                           SECTION 9. INDEMNIFICATION

         A.       Indemnity by Licensee. Licensee hereby indemnifies Licensor
                  and its officers, directors, shareholders, employees and
                  agents of any of the foregoing against all liability, loss,
                  damage, cost, claim or expense, including reasonable
                  attorney's fees, incurred by any such Person by reason of
                  Licensee's use of the Licensed Products, the Documentation or
                  the Third Party Products (to the extent that such liability
                  proximately results from the wrongful conduct of Licensee), or
                  otherwise incurred in the operation of the Business, or by
                  reason of any breach or untruth of Licensee's representations
                  and warranties contained herein or any failure by Licensee to
                  perform any agreement or covenant on its part contained in
                  this Agreement.

         B.       Indemnity by Licensor. Licensor hereby indemnifies Licensee
                  and its officers, directors, shareholders, employees and
                  agents of any of the foregoing against all liability, loss,
                  damage, cost, claim or expense, including reasonable
                  attorney's fees, incurred by any such Person by reason of any
                  breach or untruth of Licensor's representations and warranties
                  contained herein or any failure by Licensor to perform any
                  agreement or covenant on its part contained in this Agreement.

         C.       Notice of Claim. Whenever any claim shall arise for
                  indemnification under this Section 9, the party seeking
                  indemnification hereunder for a claim (the "Indemnitee") shall
                  notify the party to provide such indemnification (the
                  "Indemnitor") of the claim and, when known, the facts
                  constituting the basis for such claim, and shall cooperate
                  fully in the defense, settlement or compromise of such claim.
                  The Indemnitee shall have the sole right to select counsel for
                  the defense of such claim and to control the defense,
                  settlement or compromise of such claim, as long as, with
                  respect to a settlement or compromise, such settlement or
                  compromise involves only the payment of money for which the
                  Indemnitee is fully indemnified and includes a full
                  unconditional release of the Indemnitee from all related
                  liability; provided that if, in the reasonable opinion of
                  counsel to Indemnitee, there is a conflict or potential
                  conflict of interest between the Indemnitor, on the one hand,
                  and the Indemnitee, on the other hand, the Indemnitee shall be
                  entitled to direct the defense thereof, but only with respect
                  to such matters so in conflict, and any settlement or
                  compromise of such matters shall be subject to the prior
                  written consent of the Indemnitor (which shall not be
                  unreasonably withheld). The Indemnitor shall have the right to
                  participate in (but not control) the defense of any such
                  claim, with its counsel and at its own expense.
                  Notwithstanding any and all of the foregoing, to the extent
                  that any claim arises out of or is related to the Licensed
                  Products or Documentation or any use of thereof, Licensor
                  shall have the sole right to select counsel for the defense of
                  such claim and to control the defense, settlement or
                  compromise of such claim.
<PAGE>   11
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                         SECTION 10. GENERAL PROVISIONS

         A.       Headings. The headings of the Sections and other subdivisions
                  of this Agreement are for convenience of reference only and
                  shall not modify, define or limit any of the terms or
                  provisions of this Agreement.

         B.       Governing Law. This Agreement shall be governed by, and
                  construed and enforced in accordance with, the laws of the
                  State of New York, without giving effect to any of its
                  conflicts of law provisions.

         C.       Severability. If any provision of this Agreement shall be held
                  to be illegal, invalid or unenforceable, that provision will
                  be enforced to the maximum extent permissible so as to effect
                  the intent of the parties and the validity, legality and
                  enforceability of the remaining provisions shall not in any
                  way be affected or impaired thereby. If necessary to effect
                  the intent of the parties, the parties will negotiate in good
                  faith to amend this Agreement to replace the unenforceable
                  language with enforceable language which as closely as
                  possible reflects such intent.

         D.       Amendments. This Agreement may be modified or amended only by
                  a written amendment signed by each party hereto.

         E.       Counterparts. This Agreement may be executed in one or more
                  counterparts (and all signatures need not be on any one such
                  counterpart), with all such counterparts together constituting
                  one and the same instrument.

         F.       Entire Agreement. This Agreement contains the entire agreement
                  of the parties with respect to the subject matter hereof and
                  supersedes any and all prior agreement and understandings,
                  whether written or oral, with respect to the subject matter
                  hereof, including the letter agreement dated May 19, 1999
                  among Viacom, Liberty, and TCI Music.

         G.       No Presumption. This Agreement shall be construed without
                  regard to any presumption or rule requiring construction or
                  interpretation against the party drafting or causing any
                  instrument to be drafted.

         H.       Consents and Approvals; Waivers; Remedies. All consents and
                  approvals which may be given under this Agreement shall, as a
                  condition of their effectiveness, be in writing. The granting
                  by a party hereto of any consent to or approval of any act
                  requiring consent or approval under the terms of this
                  Agreement, or the failure on the part of a party to object to
                  any such action taken without the required consent or
                  approval, shall not be deemed a waiver by the party whose
                  consent was required of its right to require such consent or
                  approval for any other act. The observance of any provision of
                  this Agreement may be waived (either generally or in a
                  particular instance and either retroactively or prospectively)
                  by the party or parties entitled to enforce such term, but any
                  such waiver shall be effective only if
<PAGE>   12
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                  in a writing signed by the party or parties against which such
                  waiver is to be asserted and only in the specific instance and
                  for the specific purpose for which given. Except as otherwise
                  provided herein, no failure or delay of any party in
                  exercising any power or right under this Agreement shall
                  operate as a waiver thereof, nor shall any single or partial
                  exercise of any such right or power, or any abandonment or
                  discontinuance of steps to enforce such right or power,
                  preclude any other or further exercise thereof or the exercise
                  of any other right or power.

         I.       Assignment. This Agreement and all of the provisions hereof
                  shall be binding upon and inure to the benefit of the parties
                  hereto and their respective successors and permitted assigns,
                  but neither this Agreement nor any of the rights, interests or
                  obligations hereunder shall be assigned by any party hereto
                  (whether by operation of law or otherwise) without the prior
                  written consent of the other party hereto except that
                  immediately after the execution of this Agreement as part of
                  Licensee's initial contribution to the Partnership, Licensee
                  shall assign all of its rights and obligations hereunder
                  (other than its obligation under Section 2 (C)) to the
                  Partnership and the Partnership shall accept and assume the
                  same in accordance with the terms of the VLLC Contribution,
                  Assignment and Assumption Agreement dated as of the date
                  hereof between Licensee and the Partnership, whereupon the
                  Partnership shall be substituted for Licensee in all respects
                  (other than Section 2 (C)) as fully as if it had been an
                  original party hereto. Upon such assignment and assumption,
                  Licensee shall be released from all of its obligations
                  hereunder other than under Section 2 (C). In connection with
                  the Reorganization, the Partnership shall assign all of its
                  rights and obligations hereunder to the corporate successor to
                  all or substantially all of the Partnership's assets pursuant
                  to an assignment and assumption agreement in form and
                  substance reasonably satisfactory to Licensor and such
                  corporate successor shall accept and assume the same. Upon
                  such assignment and assumption, the Partnership shall be
                  released from all of its obligations hereunder.

         J.       Confidentiality. Licensee and its wholly-owned Subsidiaries
                  shall, and shall use their reasonable best efforts to cause
                  their respective officers, directors, employees, attorneys,
                  accountants, contractors and agents (collectively, "AGENTS")
                  to, keep secret and retain in strictest confidence any and all
                  Confidential Information; shall not disclose such Confidential
                  Information, and shall use their reasonable best efforts to
                  cause their respective Agents not to disclose such
                  Confidential Information, to any Person other than employees
                  and Agents of Licensee and said wholly-owned Subsidiaries who
                  need to know such information in connection with activities
                  licensed under this Agreement, except (i) for such disclosures
                  as may be required by law or legal process, disclosures to
                  Licensee's counsel, or disclosures pursuant to any listing
                  agreement with, or the rules or regulations of, any securities
                  exchange on which securities of Licensee or such wholly-owned
                  Subsidiaries are listed or traded (in which event Licensee
                  shall so notify Licensor as promptly as practicable (and, if
                  possible, prior to making such disclosure) and shall seek
                  confidential treatment of such information); (ii) as may be
                  necessary to establish or enforce its rights hereunder; or
                  (iii) with the prior
<PAGE>   13
                                       13


                  written consent of Licensor; and shall not use such
                  Confidential Information, and shall use its reasonable best
                  efforts to cause their respective Agents not to use such
                  Confidential Information, other than in connection with
                  activities licensed hereunder. Licensee and such wholly-owned
                  Subsidiaries further agree to take reasonable steps using at
                  least the same degree of care that they use to protect their
                  own software, technology and information of like sensitivity
                  and importance to the Confidential Information, but no less
                  than reasonable care, to ensure that such Confidential
                  Information is not disclosed, distributed or used in violation
                  of the provisions of this Agreement. For purposes of this
                  Section 10 (J), "CONFIDENTIAL INFORMATION" shall mean (1) the
                  terms of this Agreement and (2) all business and technical
                  information relating to Licensor's businesses, including
                  without limitation all Object Code, Source Code and
                  Documentation for the Subject Products and the Licensed
                  Products, that is proprietary to Licensor or otherwise not
                  available to the general public; provided, however, that such
                  Confidential Information shall not include any information
                  that (a) is or has become generally available to the public
                  other than as a result of a disclosure by Licensee, said
                  wholly-owned Subsidiaries or their respective Agents, (b) has
                  been independently developed by Licensee or said wholly-owned
                  Subsidiaries, or (c) is, or becomes available to Licensee or
                  said wholly-owned Subsidiaries on a non-confidential basis
                  from a third party having no obligation of confidentiality to
                  a party hereto and which has not itself received such
                  information directly or indirectly in breach of any such
                  obligation of confidentiality.

         K.       Equitable Relief. Licensee acknowledges that the Licensed
                  Products and Documentation are of a unique and original
                  character giving them peculiar value, the loss of which cannot
                  be compensated in damages in an action at law. Licensee
                  further agrees and acknowledges that, in addition to all other
                  rights that Licensor may have, Licensor shall be entitled as a
                  matter of right without further notice to Licensee, to obtain
                  injunctive and/or other equitable relief as may be provided by
                  law against any threatened, potential or actual breach by
                  Licensee of any of the provisions hereof.

         L.       Third Party Beneficiary. For so long as the Tune Stockholder
                  Group meets the Tune Minimum Condition, TCI Music shall be a
                  third party beneficiary of Licensor's obligations to the
                  Partnership hereunder insofar as and only to the extent that
                  it shall be entitled to enforce the Partnership's rights
                  hereunder in a separate cause of action for the benefit of the
                  Partnership. The Partnership shall indemnify and hold harmless
                  TCI Music from and against any costs and expenses (including
                  reasonable attorneys' fees) incurred by it in pursuing such a
                  cause of action if such cause of action is resolved in favor
                  of the Partnership and/or TCI Music. Except as set forth in
                  the first sentence of this Section 10 (L), this Agreement is
                  for the sole benefit of the parties hereto and their
                  respective successors and permitted assigns and nothing
                  herein, express or implied, is intended to or shall confer
                  upon any Person other than such parties any legal or equitable
                  right, benefit or remedy of any nature whatsoever under or by
                  reason of this Agreement.
<PAGE>   14
                                                                              14


         M.       Notices. Except as expressly provided herein, notices and
                  other communications provided for herein shall be in writing
                  and shall be delivered by hand or overnight courier service,
                  mailed (certified or registered mail, postage prepaid, return
                  receipt requested) or sent by facsimile copier of the sending
                  party, as follows:

                           If to Licensor:

                                    MTV Networks
                                    1515 Broadway
                                    New York, New York 10036
                                    Telecopier No.: 212-258-8352
                                    Attention: General Counsel

                           If to the Licensee:

                                    MTVN Online Partner I LLC
                                    1515 Broadway
                                    New York, New York 10036
                                    Telecopier No.: 212-846-1735
                                    Attention: Chief Executive Officer

                  or to such other address or attention of such other Person as
                  any party shall advise the other parties in writing. All
                  notices and other communications given to a party in
                  accordance with the provisions of this Agreement shall be
                  deemed to have been given (i) three Business Days after the
                  same are sent by certified or registered mail, postage
                  prepaid, return receipt requested, (ii) when delivered by hand
                  or transmitted by fax (confirmation received) unless delivered
                  on a day which is not a Business Day or after 5:00 p.m., local
                  time, at the place of receipt, in which case such notice shall
                  be deemed to have been given on the next succeeding Business
                  Day or (iii) one Business Day after the same are sent by a
                  reliable overnight courier service, with acknowledgment of
                  receipt.

         N.       Jurisdiction; Venue.

                  (i) Each party hereby irrevocably and unconditionally submits,
                  for itself and its property, to the jurisdiction of any New
                  York State court sitting in the County of New York or any
                  federal court of the United States of America sitting in the
                  Southern District of New York, and any appellate court from
                  any such court, in any suit, action or proceeding arising out
                  of or relating to this Agreement, or for recognition or
                  enforcement of any judgment relating hereto.

                  (ii) Each party hereby irrevocably and unconditionally waives,
                  to the fullest extent it may legally and effectively do so,
                  any objection which it may now or hereafter have to the laying
                  of venue of any suit, action or proceeding arising out of or
                  relating to this Agreement in any New York State court sitting
                  in the County of New York or any federal court sitting in the
                  Southern District of New York,
<PAGE>   15
                                       15


                  and any appellate court from any such court. Each party hereby
                  irrevocably waives, to the fullest extent permitted by law,
                  the defense of an inconvenient forum to the maintenance of
                  such suit, action or proceeding in any such court and further
                  waives the right to object, with respect to such suit, action
                  or proceeding, that such court does not have jurisdiction over
                  such party. Each party hereby irrevocably waives the right to
                  a jury trial in any suit, action or proceeding arising out of
                  or related to this Agreement.

         O.       Force Majeure. No failure or omission by a party hereto in the
                  performance of any of its obligations under this Agreement
                  shall be deemed a breach of this Agreement nor shall it create
                  any liability, if the same shall arise from any cause or
                  causes beyond the control of the party, including, but not
                  limited to, the following, which, for the purpose of this
                  Agreement, shall be regarded as beyond the control of the
                  party in question: acts of God, acts or omissions of any
                  government, any rules, regulations, or orders issued by any
                  Governmental Entity, fire, storm, flood, earthquake, accident,
                  war, rebellion, insurrection, riot, invasion, strikes and
                  lockouts; provided, however, that the party so affected shall
                  use its reasonable best efforts to avoid or remove such causes
                  of nonperformance and shall continue performance hereunder
                  with the utmost dispatch whenever such causes are removed.

         (P)      Binding on Viacom. The parties acknowledge that MTVN and
                  Infoworks are divisions of Viacom and that, consequently,
                  Viacom is obligated to perform the obligations to be performed
                  by MTVN and Infoworks hereunder. Insofar as this Agreement
                  refers to MTVN or Infoworks in the context of an operating
                  business, it shall refer only to the operating unit or units
                  of Viacom that on a day-to-day basis operate the business of
                  MTV: Music Television or VH1 Music First in the case of MTVN,
                  and technology services related to music-themed internet sites
                  in the case of Infoworks.
<PAGE>   16
                                                                              16


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed in duplicate counterparts, each of which shall be deemed to
constitute an original, effective as of the date first above written.


                           INFOWORKS, a division of Viacom International Inc.


                           By: /s/ Michael D. Fricklas
                               -------------------------------------------------
                               Name:    Michael D. Fricklas
                               Title:   Sr. Vice President and General Counsel


                           MTV NETWORKS, a division of Viacom International Inc.


                           By: /s/ David W. Sussman
                               -------------------------------------------------
                               Name:    David W. Sussman
                               Title:   Sr. Vice President, General Counsel and
                                        Assistant Secretary


                           MTVN ONLINE INC.


                           By: /s/ David W. Sussman
                               -------------------------------------------------
                               Name:  David W.Sussman
                               Title:   Sr. Vice President, General Counsel and
                                        Assistant Secretary


                           MTVN ONLINE PARTNER I LLC


                           By: /s/ David W. Sussman
                               -------------------------------------------------
                               Name:        David W. Sussman
                               Manager:     Sr. Vice President, General Counsel
                                            and Assistant Secretary