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                                                                   Exhibit 10.11

                     DATABASE AND SOFTWARE LICENSE AGREEMENT



         AGREEMENT, entered into effective as of July 15, 1999, by and between
MTV Networks ("Licensee"), a division of Viacom International Inc., a Delaware
corporation ("Viacom") and MTVN Online L.P., a Delaware limited partnership (the
"Licensor").

         WHEREAS, the parties hereto have entered into an Organization Agreement
of even date herewith with Liberty Media Corporation ("Liberty"), TCI Music,
Inc. ("TCI Music"), MTVN Online Partner I LLC, MTVN Online, Inc., Imagine Radio,
Inc. ("Imagine"), SonicNet, Inc. ("SonicNet"), The Box Worldwide, Inc. ("Box"),
and VJN LPTV Corp. (the "Organization Agreement"); and

         WHEREAS, in connection with the Organization Agreement the parties
desire that the Licensor provide a database and related materials to Licensee
upon the terms and conditions set forth herein.

         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:

1.       Certain Definitions.  As used in this Agreement, the following terms
shall have the meanings specified below:

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

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

         "Business Day" shall have the meaning set forth in the Partnership
Agreement.

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

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

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

         "Reorganization" shall have the meaning set forth in the Parent
Agreement and Guaranty of even date herewith among TCI Music, Licensee, Liberty,
Box, SonicNet and Licensor.

2.       Grant of License.

         (a) Grant. Subject to the terms and conditions of this Agreement,
         Licensor hereby grants to Licensee a fully-paid, royalty-free,
         non-exclusive right and license (the "License") for the duration of the
         Term (as hereinafter defined) to use the following


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         databases (the "Databases"), software and informational materials,
         including without limitation any additions, revisions and modifications
         made thereto by Licensor and Licensee during the Term (collectively,
         the "Licensed Materials"):

                  (i) Licensor's music database, including all information
                  collected on the music industry, including without limitation,
                  titles, artists, composers, concerts, record labels, etc.

                  (ii)  Licensor's digitized music database; and

                  (iii) Licensor's customer database and related customer data
                  and demographic information compiled by Licensor; provided,
                  however, that the grant hereof shall not include any such
                  customer data to the extent such grant would violate the terms
                  of any consent granted by the applicable end user, or any
                  applicable privacy regulations; and provided further that
                  Licensee shall not be entitled to sell, barter, or otherwise
                  transfer to a third party (other than Affiliates of Licensee)
                  such customer information.

         The Licensed Materials shall not include any materials to the extent
         that inclusion thereof would violate any license agreement from a
         third-party hereafter entered into by Licensor; provided, however, that
         Licensor shall use its commercially reasonable best efforts to avoid
         any such restriction in connection with data or software that it
         acquires.

         (b) Permitted Use. The Licensed Materials may only be used by Licensee
         for purposes of conducting Licensee's business, and Licensee shall have
         the right in its sole discretion to sublicense the Licensed Materials
         to any person who at the time of the grant of such sublicense is an
         Affiliate of Licensee, for use by such sublicensee in connection with
         the operation of their respective businesses. Nothing in the License is
         intended to permit Licensee or its Affiliates to use the Licensed
         Materials for the operation of a business in competition with the
         Business as of the date of this Agreement.

         (c) Delivery. The Licensed Materials shall be made available to
         Licensee at such times and in such format as Licensee may reasonably
         request. Licensor shall use its commercially reasonable best efforts to
         keep the Licensed Materials current and accurate in all material
         respects during the Term. Licensee shall have the right to make
         changes, modifications, additions and deletions to the Licensed
         Materials subject to any third party license rights. If Licensee makes
         any additions, revisions or modifications to the Licensed Materials, it
         shall upon request by Licensor, make such additions, revisions or
         modifications available to Licensor for its use mutatis mutandis in
         accordance with the same terms and conditions as are provided herein.

         (d) Third Party Requirements. To the extent any of the Licensed
         Materials are provided to Licensor through any agreement with a third
         party, Licensor shall furnish Licensee with a copy of such agreement
         and Licensee agrees to comply with the terms thereof. Licensee further
         agrees to comply with any reasonable restrictions on the use of the
         Licensed Materials established by Licensor.


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3.       Term; Termination.

         (a) Term. The Term of this Agreement shall commence on the date hereof,
         and unless earlier terminated pursuant to subsection (b) hereof,
         terminate on the earlier of (i) the fiftieth anniversary of the date
         hereof or (ii) the fifth anniversary of the first date that Licensee
         and its Affiliates own, in the aggregate, less than twenty-five percent
         (25%) of the equity interests in the Partnership.

         (b)      Termination.

                  (i) 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 of Licensee, by a Governmental
                  Entity (as defined in the Organization Agreement).

                  (ii) Partial Termination. In the event that (i) any of the
                  Licensed Materials are determined to infringe any third party
                  owned patent, copyright or other intellectual property right,
                  or (ii) Licensor reasonably determines that the use or
                  continued use of any of the Licensed Materials is not legally
                  permissible, including but not limited to by reason of
                  conflicts with third party rights in any Database, Licensor
                  shall have the right to terminate this Agreement as to any
                  such Licensed Materials to the extent of such determination
                  upon notice to Licensee.

                  (iii) 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.

         (c)      Effect of Termination.

                  (i) Immediate Termination. Upon expiration or termination of
                  this Agreement for any reason, Licensee's right to use the
                  Databases 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 Materials. Upon expiration or termination
                  of this Agreement for any reason, Licensee shall discontinue
                  immediately all use of the Licensed Materials, 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
                  Materials, whether provided to
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                  Licensee by Licensor or created or developed by Licensee or
                  by any third party. All rights in the Licensed Materials shall
                  remain the property of Licensor upon expiration or
                  termination.

4. Non-exclusivity. Nothing in this Agreement is intended to prevent Licensor
from entering into license agreements with others with respect to all or any
part of the Licensed Materials, consistent with subsection 2 (a) above.

5. Limited Warranty. Licensor hereby represents and warrants to Licensee as to
Licensed Materials created after the date hereof ("New Licensed Materials") that
the New Licensed Materials as furnished to Licensee, shall be in the same form
and content as used by Licensor in the Business, and that to its knowledge: (a)
it owns or otherwise has the right to use the New Licensed Materials; (b) it has
the right and power to grant the License to Licensee as provided herein; (c) the
grant of the License to Licensee as provided herein does not require the consent
of any third party; and (d) the New Licensed Materials and their use as
contemplated by this Agreement do not infringe or violate any patent, copyright,
other intellectual property right, right of publicity, right of privacy or
contract right of any third party. EXCEPT AS EXPRESSLY PROVIDED IN THE FOREGOING
SENTENCE, LICENSOR MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LICENSED MATERIALS. LICENSOR
MAKES NO REPRESENTATIONS AS TO THE QUANTITY OF NEW LICENSE MATERIALS THAT WILL
BE GENERATED OR AS TO THE FUNCTIONALITY, ACCURACY, OR COMMERCIAL VALUE (IF ANY)
THEREOF. LICENSOR HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL LICENSOR BE LIABLE TO
LICENSEE HEREUNDER FOR ANY CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES.

6. Ownership of Licensed Materials. All Licensed Materials, including any
copies, translations or compilations of all or any part thereof, and any
revisions, modifications or additions thereto made by Licensor or Licensee, are
and shall remain the sole exclusive property of Licensor, except for any
revisions, modifications or additions thereto which were made solely by
Licensee, which shall be owned by Licensee, but with respect to which Licensor
shall hereby be granted a non-exclusive, non-transferable license to use for the
Term of this Agreement mutatis mutandis in accordance with the terms and
conditions set forth herein. Licensee shall not seek, apply for, or assert
rights in, registrations for patents, copyrights, or the like covering the New
Licensed Materials.

7.  Miscellaneous.

         (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.

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         (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
         Memorandum of Understanding 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 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.


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         (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.
         In connection with the Reorganization, the Licensor shall assign all of
         its rights and obligations hereunder to the corporate successor to all
         or substantially all of the Licensor's assets pursuant to an assignment
         and assumption agreement in form and substance reasonably satisfactory
         to Licensee and such corporate successor shall accept and assume the
         same. Upon such assignment and assumption, the Licensor shall be
         released from all its obligations hereunder.

         (j) Limitation on Rights of Others. Nothing in this Agreement, whether
         express or implied, shall be construed to give any Person (other than
         the parties hereto and their permitted successors and assigns) any
         legal or equitable right, remedy or claim under or in respect of this
         Agreement or any covenants, conditions or provisions contained herein.
         None of the provisions of this Agreement shall be for the benefit of or
         enforceable by any third party.

         (k) 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 Licensee:

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

                  with a copy to:

                           Viacom International Inc.
                           1515 Broadway
                           New York, New York 10036
                           Telecopier No.: 212-258-6069
                           Attention: General Counsel

                  If to the Licensor:

                           MTVN Online, L.P.
                           1515 Broadway
                           New York, New York 10036
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                           Telecopier No.:212-846-1735
                           Attention: Mr. Fred Seibert

         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.


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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.


                       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 L.P.

                       By:  MTVN Online Partner I LLC, its General Partner


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