AMENDED AND RESTATED VOTING AGREEMENT


         AMENDED AND  RESTATED  VOTING  AGREEMENT,  dated as of October 27, 1997
(the "Agreement"),  among Video Update, Inc. a Delaware  corporation  ("BUYER"),
VUI Merger Corp.,  a Delaware  corporation  ("SUB"),  Moovies,  Inc., a Delaware
corporation  ("COMPANY")  and the persons listed on attached  Schedule 1 annexed
hereto,  each with an address as set forth on Schedule 1 (such individuals being
hereinafter  referred to  individually  as  "Stockholder"  and  collectively  as
"Stockholders").

         WHEREAS,  BUYER,  SUB, and COMPANY  have entered into an Agreement  and
Plan of Merger,  dated as of July 9, 1997 and an Amendment to the  Agreement and
Plan of Merger dated as of the date hereof (the "Amendment"),  both of which are
collectively referred to as the "Merger Agreement";

         WHEREAS,  BUYER,  SUB,  COMPANY and  Stockholders  have  entered into a
Voting Agreement dated as of July 9, 1997 (the "July 9, 1997 Voting Agreement");

         WHEREAS,  BUYER, SUB, COMPANY and Stockholders,  in connection with the
Amendment, wish to amend and replace the July 9, 1997 Voting Agreement with this
Amended and Restated Voting Agreement dated as of October 27, 1997;

         WHEREAS, initially capitalized terms not otherwise defined herein shall
have their respective  meanings as set forth in the Merger Agreement,  a copy of
which has been provided to each of the Stockholders;

         WHEREAS,  each of the  Stockholders  is  familiar  with the  terms  and
conditions of the Merger Agreement and the transactions  referred to therein and
contemplated thereby ("Transactions");

         WHEREAS,  as of the date  hereof,  the  Stockholders  beneficially  (as
defined in Rule 13-d  promulgated  under the  Exchange  Act) own that  number of
BUYER or COMPANY Shares set forth opposite each Stockholder's respective name on
Schedule 1; and

         WHEREAS, as a condition to the willingness of BUYER, SUB and COMPANY to
enter into the Merger  Agreement,  and to induce BUYER, SUB and COMPANY to enter
into the Merger Agreement, BUYER SUB, and COMPANY have required that each of the
Stockholders  agree and the  Stockholders  have  agreed to vote,  or cause to be
voted,  all their BUYER and COMPANY Shares,  as the case may be, in favor of the
Merger and the  Transactions,  upon the terms and subject to the  conditions  of
this Agreement.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
covenants and  agreements  contained  herein,  and intending to be legally bound
hereby, the parties hereto agree as follows:

                                   ARTICLE 1.

                                AGREEMENT TO VOTE

         SECTION 1.01.  VOTING  AGREEMENT.  BUYER, SUB, COMPANY and Stockholders
hereby agree that (a) the July 9, 1997 Voting Agreement shall cease to be of any
further force or effect and (b) this Amended and Restated Voting Agreement shall
amend and replace the July 9, 1997 Voting Agreement.  Until the Termination Date
(as  hereinafter  defined),  each of the  Stockholders  agree  with  each  other
Stockholder  and with BUYER,  SUB and COMPANY that he shall vote, or cause to be
voted,  all of his BUYER and COMPANY  Shares,  as the case may be, and any other
BUYER, and COMPANY Shares, as the case may be, that may hereafter be acquired by
such  Stockholder   ("Additional  Shares")  in  favor  of  the  Merger  and  the
Transactions,  as the  case  may  be,  and  to the  extent  applicable  and  not
prohibited by contract, in favor of the Requisite BUYER Stockholder Proposal (as
defined in the Merger Agreement).

         SECTION 1.02. NO TRANSFER.  Until the Termination  Date, no Stockholder
shall,  except as permitted under any existing security agreement or encumbrance
relating to such  Stockholder,  transfer any interest in any of his or her BUYER
or COMPANY Shares, create, suffer or permit to be created any security interest,
lien, claim, pledge, option, right of first refusal, agreement, charges or other
encumbrances of any nature whatsoever on or with respect to his BUYER or COMPANY
Shares or any BUYER or COMPANY Additional Shares, other than those arising under
the Securities Act and any applicable state securities or "Blue Sky" laws.

                                   ARTICLE 2.

               REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

         Each of the  Stockholders  hereby  represents and warrants to the other
Stockholders and to each of BUYER, SUB and COMPANY as follows:

         SECTION  2.01.  AUTHORITY  RELATIVE  TO  THIS  AGREEMENT.  He  has  all
necessary  power and authority to execute and deliver this  Agreement to perform
his or her obligations hereunder and to consummate the transactions contemplated
hereby.  This Agreement has been duly and validly executed and delivered by such
Stockholder,  constitutes a legal,  valid and binding obligation of Stockholder,
enforceable  against him in  accordance  with its terms,  subject to  applicable
bankruptcy,  reorganization,   insolvency,  moratorium  or  other  similar  laws
affecting the enforcement of creditors' rights generally and general  principles
of  equity  (regardless  of  whether  such  enforceability  is  considered  in a
proceeding in equity or at law).

         SECTION 2.02. NO CONFLICT. The execution and delivery of this Agreement
by the  Stockholder  does not,  and the  performance  of this  Agreement  by the
Stockholder will not (i) require any consent, approval,  authorization or permit
of, or filing with or notification to any governmental or regulatory  authority,
domestic or foreign,  (ii) conflict with or violate any law,  rule,  regulation,
order, judgment or decree applicable to the Stockholder or by which any property
or asset of the Stockholder is bound or affected,  or (iii) result in any breach
of or  constitute  a default  (or an event which with notice or lapse of time or
both would become a default)  under, or give to others any right of termination,
amendment,  acceleration or cancellation of, or result in the creation of a lien
or other  encumbrance  of any nature  whatsoever on any property or asset of the
Stockholder  or pursuant  to, any note,  bond,  mortgage,  indenture,  contract,
agreement, lease, license, permit franchise or other instrument or obligation to
which such Stockholder is a party or by which the Stockholder,  BUYER or COMPANY
or any  property  or asset of the  Stockholder  or BUYER or  COMPANY is bound or
affected.

         SECTION  2.03.  TITLE  TO  THE  SHARES.  As of  the  date  hereof,  the
Stockholder  has sole  voting  authority  with  respect  to the BUYER or COMPANY
Shares set forth  opposite his name which are all the shares of BUYER or COMPANY
Common Stock owned, either of record or beneficially,  by such Stockholder.  The
Stockholder may vote such BUYER or COMPANY Shares free and clear of all options,
rights of first refusal,  limitations on the Stockholder's voting rights, (other
than those arising under the Securities Act, and any applicable state securities
or "blue sky" laws), and, the Stockholder has not appointed or granted any proxy
which is still effective, with respect to the BUYER or COMPANY Shares and, until
the Effective Time (as defined in the Merger  Agreement)  shall take all actions
necessary to retain ownership of the BUYER or COMPANY Shares and to preserve his
rights to comply with Section 1.01.

         SECTION 2.04. NO OTHER  REPRESENTATIONS OR WARRANTIES.  Notwithstanding
the representations and warranties contained in this Section 2, the Stockholders
make none of the representations or warranties contained in the Merger Agreement
with respect to BUYER or COMPANY or with respect to any obligations, property or
assets of BUYER or COMPANY.



<PAGE>


                                   ARTICLE 3.

                                  MISCELLANEOUS

         SECTION 3.01. FURTHER  ASSURANCE.  The parties will execute and deliver
all such further  documents and  instruments and take all such further action as
may be necessary in order to carry out the intentions of this Agreement.

         SECTION  3.02.  SPECIFIC  PERFORMANCE.  The parties  hereto  agree that
irreparable  damage would occur in the event any provision of this Agreement was
not performed in accordance  with the terms hereof and that the parties shall be
entitled to specific  performance of the terms hereof,  in addition to any other
remedy at law or in equity.

         SECTION 3.03. ENTIRE AGREEMENT.  This Agreement  constitutes the entire
agreement  between the parties  hereto with respect to the subject matter hereof
and supersedes all prior agreements and  understandings,  both written and oral,
between or among them with respect to the subject matter hereof.

         SECTION 3.04. ASSIGNMENT;  PARTIES IN INTEREST. This Agreement shall be
binding upon, inure solely to the benefit of, and be enforceable by, the parties
hereto and their  successors and permitted  assigns.  Nothing in this Agreement,
express or implied,  is intended  to or shall  confer upon any other  person any
right,  benefit  or remedy of any nature  whatsoever  under or by reason of this
Agreement.

         SECTION 3.05. AMENDMENT;  WAIVER. This Agreement may not be amended and
no term or condition  hereof may be waived  except by an  instrument  in writing
executed by the parties hereto.

         SECTION 3.06. SEVERABILITY.  If a court of competent jurisdiction shall
finally  determine that any provision of this  Agreement is invalid,  illegal or
unenforceable,  then all other conditions and provisions of this Agreement shall
nevertheless  remain in full force and effect and such court  shall  modify such
invalid,  illegal or unenforceable  provision to the minimum extent necessary to
make same valid, legal an enforceable.

         SECTION 3.07. NOTICES. All notices, requests, claims, demands and other
communications  hereunder  shall be in writing and shall be delivered in person,
by  telecopy,  expedited  delivery  service  (such  as  Federal  Express)  or by
registered or certified mail (postage prepaid,  return receipt requested) to the
respective parties as follows:

         If to BUYER or SUB

                                Video Update, Inc.
                                3300 World Trade Center
                                30 E. Seventh Street
                                St. Paul, MN  55101
                                Attention:  Chief Executive Officer


         with a copy to:

                                Lawrence H. Gennari, Esq.
                                Gadsby & Hannah LLP
                                225 Franklin Street
                                Boston, MA  02110



<PAGE>


if to any one or more of the Stockholders:

To the address set forth next to such stockholders name.

         if to COMPANY:

                                Moovies, Inc.
                                201 Brookfield Parkway, Suite 200
                                Greenville, SC  29607
                                Attention:  President and 
                                            Chief Executive Officer

         with a copy to:

                                Jonathan Golden, Esq.
                                Eva Cederholm, Esq.
                                Arnall Golden & Gregory LLP
                                2800 One Atlantic Center
                                1201 W. Peachtree Street
                                Atlanta, GA  30309

         Such notice shall be effective on the day following receipt of delivery
in person,  by verified  telecopy or by expedited  delivery service and shall be
effective  four days after mailing in accordance  the  foregoing.  The person to
whom notice is to be given, and any address, may be changed from time to time in
the manner set forth above  (provided that notice of any change of address shall
be effective only upon receipt thereof).

         SECTION 3.08. JURY TRIAL WAIVER.  All parties hereto hereby waive trial
by jury in any action,  counterclaim  or proceeding of any kind arising under or
out of or in connection with this Agreement,  the negotiations  leading thereto,
the  inducements  to  the  parties  to  enter  into  this  Agreement  and to the
transactions it contemplates.

         SECTION 3.09.  GOVERNING LAW. This Agreement  shall be governed by, and
construed in  accordance  with the laws of the State of Delaware  applicable  to
contracts executed in and to be performed in that State.

         SECTION 3.10.  HEADINGS.  The  descriptive  headings  contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.

         SECTION 3.11. TERMINATION.  This Agreement shall terminate on the first
to occur of (a) the  termination  of the Merger  Agreement  in  accordance  with
Section 7 thereof;  (b) the closing of the Merger Agreement and the consummation
of the  Transactions;  or (c) one year from the date  hereof  (the  "Termination
Date"). In the event of the termination of this Agreement,  this Agreement shall
forthwith  become void and there shall be no liability on the part of BUYER, SUB
or COMPANY or each of the Stockholders under this Agreement,  except with regard
to any breach of this Agreement prior to such termination.



<PAGE>


         SECTION 3.12.  COUNTERPARTS.  This  Agreement may be executed in one or
more  counterparts,  and the different parties hereto in separate  counterparts,
each of which when  executed  shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.

         IN  WITNESS  WHEREOF,  each of BUYER,  SUB or COMPANY  has caused  this
Agreement to be executed by its officer  thereunto  duly  authorized and each of
the  Stockholders  has duly executed this Agreement as of the date first written
above.

                                            VIDEO UPDATE, INC.



                                       By:    Daniel A. Potter
                                              _______________________
                                       Name:  Daniel A. Potter
                                       Title:  Chief Executive Officer


                                             VUI MERGER CORP.



                                       By:    Daniel A. Potter
                                              _______________________
                                       Name:  Daniel A. Potter
                                       Title: President


                                            MOOVIES, INC.



                                       By:    John Taylor
                                              _______________________
                                       Name:  John Taylor
                                       Title:  President and Chief 
                                                  Executive Officer




<PAGE>


STOCKHOLDERS:


/s/Daniel A. Potter                    /s/John L. Taylor
__________________________             _______________________
   Daniel A. Potter                      John L. Taylor



/s/Daniel C. Howard                    /s/Arthur F. Greeder, III, individually
__________________________             ________________________________________
   Daniel C. Howard                       Arthur F. Greeder, III, individually



/s/ Richard Bedard                    /s/Arthur F. Greeder, III
__________________________            _________________________________________
    Richard Bedard                       Arthur F. Greeder, III, as joint tenant
                                         with the right of survivorship with 
                                         Ann E. Greeder


/s/Bruce Carlson                      /s/Ann E. Greeder
__________________________            _________________________________________
   Bruce Carlson                         Ann E. Greeder, as joint tenant with
                                         the right of survivorship with Arthur 
                                         F. Greeder, III                


/s/Michael Schifsky                   /s/F. Andrew Mitchell
_________________________             _________________________________________
   Michael Schifsky                      F. Andrew Mitchell                   
                                                             


/s/Robert E. Yager                    /s/Michael A. Yeargin
_________________________             _________________________________________
   Robert E. Yager                       Michael A. Yeargin                    



/s/Jana Vaughn                        /s/Theodore J. Coburn
_________________________             __________________________________________
   Jana Vaughn                           Theodore J. Coburn



/s/Paul Kelnberger                    /s/Douglas M. Raines  
_________________________             __________________________________________
Paul Kelnberger                          Douglas M. Raines                   



/s/Bernard Patriacca                  /s/Charles D. Way
_________________________             _________________________________________
Bernard Patriacca                        Charles D. Way                  



/s/John M. Bedard
_________________________
John M. Bedard                                             





<PAGE>
<TABLE>
<CAPTION>


                                   Schedule 1

         Stockholder/Address                                           Number of Shares
<S>                                                                   <C>    
1.       Daniel A. Potter                                              270,000 shares of Video Update
         4569 McDonald Drive Overlook                                  Inc. Class A Common Stock, $.01
         Stillwater, MN  55082                                         par value per share ("VUI Class A
                                                                       Shares")

                                                                       1,086,759 shares of Video Update Inc.
                                                                       Class B Common Stock , $.01
                                                                       par value per share ("VUI Class
                                                                       B Shares")

2.       John M. Bedard                                                150,000 VUI Class A Shares
         4535 Olson Lake Trail                                         878,117 VUI Class B Shares
         Lake Elmo, MN  55042

3.       Daniel C. Howard
         440 E. Montana Avenue                                         35,124 VUI Class B Shares
         St. Paul, MN  55101

4.       Christopher J. Gondeck                                        4,000 VUI Class A Shares
         18905 9th Avenue North
         Plymouth, MN

5.       Richard Bedard                                                0 VUI Class A Shares
         250 E. 6th Street, Apartment 224
         St. Paul, MN  55101

6.       Bruce Carslon                                                 0 VUI Class A Shares
         6476 175th Street W.
         Farmington, MN  55024

7.       Michael Schifsky                                              0 VUI Class A Shares
         2707 Galatier Street
         Roseville, MN  55113

8.       Robert E. Yager                                               78,750 VUI Class A Shares
         21382 Heath Avenue Crt. N.
         Forest Lake, MN  55025

9.       Jana Webster Vaughn                                           0 VUI Class A Shares
         722 W. Mulberry Street
         Stillwater, MN  55082

10.      Paul M. Kelnberger                                            1,500 VUI Class A Shares
         8208 Galway Road
         Woodbury, MN  55125

11.      Bernard Patriacca                                             0 VUI Class A Shares
         78 Acorn Street
         Millis, MA  02054


12.      John L. Taylor                                                456,740 shares of Moovies
         1401 Winding Way                                              Common Stock, $.001 par
         Taylors, SC  29687                                            value per share ("Moovies Shares")
                                                                       87,000 Moovies Shares subject to margin call

13.      F. Andrew Mitchell                                            221,711 Moovies Shares
         101 Chelsea Lane
         Greer, SC  29650

14.      Douglas M. Raines                                             629,149 Moovies Shares
         1006 Hyman Avenue                                             121,000 Moovies Shares subject to
         Aspen, CO  81611                                              margin call

15.      Michael A. Yeargin                                            637,649 Moovies Shares
         1077 Altamont Road                                            28,000 Moovies Shares subject to
         Greenville, SC  26909                                         margin call

16.      Arthur F. Greeder, III                                        181,250 Moovies Shares
         6806 A Oceanfront
         Virginia Beach, VA  23451

17.      Arthur F. Greeder, III and Ann E. Greeder,                    165,150 Moovies Shares
         joint tenants with the right of survivorship
         6806 A Oceanfront
         Virginia Beach, VA  23451

18.      Charles D. Way                                                14,000 Moovies Shares
         c/o Ryan's Family Steakhouses, Inc.
         405 Lancaster Avenue
         Greer, SC  29650

19.      Theodore J. Coburn                                            0 Moovies Shares
         20 Davids Lane
         Chatham, MA  02633

</TABLE>