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                                                                     Exhibit 2.3

                                  MTV Networks


                                  1515 Broadway
                            New York, New York 10036




                                                              May 19, 1999



Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado  80112

TCI Music, Inc.
67 Irving Place North,
4th Floor
New York, New York  10003


                  Re:      Joint Venture

Dear Sirs:

This letter agreement, together with the term sheet attached hereto as Exhibit A
(the "Term Sheet", this letter agreement and the Term Sheet being collectively
referred to as the "Music.co Agreement"), sets forth the terms and conditions
pursuant to which Liberty Media Corporation ("Liberty"), TCI Music, Inc.
("Tune"), a majority owned subsidiary of Liberty, and MTV Networks, a division
of Viacom International Inc. ("MTVN"), have agreed to form and operate MTVN
Online, l.p., a Delaware limited partnership ("Music.co"). The business of
Music.co shall be to develop, operate, manage, market, promote, distribute and
license text, audio and/or video music, music-related and/or music-themed
services online and to engage in activities reasonably related thereto,
including but not limited to e-commerce applications and consumer oriented
commercial transactions related thereto, and certain related matters, all as
more specifically described in the Term Sheet. Capitalized terms used but not
defined herein shall have the respective meanings assigned to such terms in the
Term Sheet.

         1. Agreement to Form Music.co. Subject to the terms and conditions of
this Music.co Agreement and as more fully described in the Term Sheet, at the
Closing (as defined below) (i) MTVN shall file with the required governmental
authorities a Certificate of Limited Partnership containing such provisions as
are required to form Music.co on the basis set forth in



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this Music.co Agreement, (ii) MTVN or its designated affiliate or affiliates
shall make the MTVN Contribution, (iii) Tune or its designated affiliate or
affiliates shall make the Tune Contribution, (iv) MTVN or such designated
affiliate or affiliates shall receive general and limited partnership Interests
in Music.co representing an aggregate of 90% of the Interests in Music.co
outstanding immediately following the Closing, and (v) Tune or such designated
affiliate or affiliates shall receive limited partnership Interests in Music.co
representing an aggregate of 10% of the Interests in Music.co outstanding
immediately following the Closing.

         2. Closing of the Transaction. Unless the parties hereto shall agree in
writing upon a different location, time or date, the closing (the "Closing")
shall take place at the offices of Hughes Hubbard & Reed LLP, One Battery Park
Plaza, New York, New York, at 10:00 A.M. on (x) June 16, 1999, or (y) if the
conditions required to be satisfied pursuant to Section 3 hereof have not been
satisfied or waived by June 16, 1999 then on the second business day after
satisfaction or waiver of the last of the conditions required to be satisfied
pursuant to Section 3 hereof, but not later than July 15, 1999.

         3. Closing Conditions. (a) The only conditions to the obligation of
MTVN to consummate the Closing shall be: (i) the accuracy in all material
respects of the Customary Representations (as defined below) and the
representations and warranties contained in this Music.co Agreement, in each
case, of each of Tune and Liberty, (ii) the compliance in all material respects
by each of Tune and Liberty with their covenants set forth in this Music.co
Agreement and the Customary Covenants (as defined below) of Tune and Liberty,
(iii) no party hereto being subject to any order, stay, injunction or decree of
any court of competent jurisdiction restraining or prohibiting the consummation
of the transactions contemplated by this Music.co Agreement, (iv) since December
31, 1998 there having been no material adverse change in the financial
condition, results of operations or business of Box or SonicNet other than
Material Adverse Change Exclusions (as defined below). Material Adverse Change
Exclusions shall mean (A) any loss of subscribers or advertising; provided that
Tune has acted in good faith, or (B) changes that occur as a result of the
transactions contemplated hereby (including, without limitation terminations of
affiliation or other agreements as a result of change in control or no
assignment provisions), (C) failure to launch the "Box Service" in additional
systems as a result of MTVN's failure to consent to the payment of launch fees,
(D) changes that occur as a result of the failure of Box or SonicNet to take any
action which requires MTVN's consent where such consent is not granted, and (E)
changes if any disclosed to MTVN prior to the execution of this Music.co
Agreement in an e-mail sent by Nicholas Butterworth or in a teleconference with
Alan McGlade initiated by Tune and Liberty with MTVN, in each case on May 18,
1999 for such purpose.

                  (b) The only conditions to the obligation of each of Tune and
Liberty to consummate the Closing shall be: (i) the accuracy in all material
respects of the Customary Representations and the representations and warranties
contained in this Music.co Agreement, in each case, of MTVN, (ii) the compliance
in all material respects by MTVN with its covenants set forth in this Music.co
Agreement and the Customary Covenants of MTVN, and (iii) no party hereto being
subject to any order, stay, injunction or decree of any court of competent
jurisdiction restraining or prohibiting the consummation of the transactions
contemplated by this Music.co Agreement.



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                  (c) Without limitation of the conditions set forth in
paragraph 3(a)(iii) and 3(b)(iii), the parties agree that the approval of third
parties shall not be a condition to the respective obligations of the parties to
consummate the Closing; provided, however, that:

                           (i)      If the approval of the Federal
                                    Communications Commission ("FCC") of the
                                    transfer of the low power television station
                                    licenses from Box to Music.co has not been
                                    obtained by the Closing, such licenses will
                                    not be transferred until such approval is
                                    received and Box and Music.co will enter
                                    into a customary LMA agreement for
                                    situations similar to this situation
                                    pursuant to which, to the extent legally
                                    permissible, Music.co will retain all
                                    revenues and bear all expenses and
                                    liabilities attributable to such stations
                                    and which LMA agreement will remain in
                                    effect until the applicable FCC approvals
                                    are obtained; and

                           (ii)     If approval by Argentine governmental
                                    authorities ("Argentine Approval") of the
                                    transfer of Box Argentina, S.A. ("Box
                                    Argentina"), is required and has not been
                                    obtained by the Closing, then Box Argentina,
                                    S.A. will not be transferred until such
                                    approval is obtained and, if legally
                                    permissible under Argentine law, Box and
                                    Music.co will enter into an agreement
                                    pursuant to which Music.co will operate Box
                                    Argentina and will retain all revenues and
                                    bear all expenses and liabilities
                                    attributable to Box Argentina until the
                                    applicable Argentine Approval is obtained;
                                    provided that if such arrangement is not
                                    legally permissible, the parties will enter
                                    into another mutually satisfactory
                                    arrangement.

         4. Access to Information. Prior to Closing, each of Tune and MTVN shall
make available to each other during regular business hours and upon reasonable
prior notice all books and records relating to the MTVN Contribution and the
Tune Contribution regardless of location (and except as otherwise provided
herein, all other books and records which have material information relating to
the MTVN Contribution and the Tune Contribution and which a reasonable person
would anticipate reviewing in connection with the transactions contemplated by
this Music.co Agreement) (the "Confidential Information"). Each party shall be
obligated to maintain the confidentiality of the Confidential Information in
accordance with the terms and conditions set forth in the Term Sheet. In
addition, prior to the Closing Tune shall cause Box and SonicNet to provide MTVN
with reasonable access to all employees of Box and SonicNet and otherwise
cooperate with and assist MTVN in conducting MTVN's due diligence relating to
Box and SonicNet. To the extent requested by MTVN, prior to the Closing Tune
shall also provide MTVN with reasonable access to all employees of Tune who are
engaged in the businesses of Box or SonicNet.

         5. Assignability. This Music.co Agreement and the Definitive
Agreements, including the right to form Music.co hereunder, may be fully
assigned by (i) MTVN to one or more affiliates of MTVN which is directly or
indirectly wholly-owned (and including for this purpose Imagine Radio) by Viacom
Inc., provided that MTVN guarantees, to Tune's reasonable satisfaction,
performance of such assignee's obligations hereunder and thereunder and (ii)
Tune


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to any of its wholly-owned subsidiaries, so long as such entities remain
wholly-owned subsidiaries of Tune and that Tune guarantees, to MTVN's reasonable
satisfaction, performance of such assignee's obligations hereunder and
thereunder. Any assignment by any party hereto in violation of this Section 5
shall be null and void ab initio.

         6. Definitive Agreements. MTVN will prepare the initial drafts of, and
MTVN, Tune and Liberty shall use their reasonable best efforts to enter into,
contribution agreements, a limited partnership agreement, the License Agreement,
the Promotion Agreement, the Services Agreement, Box License Agreement, a
Liberty, MTVN and Tune parent agreement and guarantee (with no Liberty guarantee
of Tune's obligations) and other agreements required to reflect the terms
described herein, including related schedules, each of which shall reflect the
terms set forth herein or in the Term Sheet, and further containing such other
terms as are customary and appropriate in connection therewith (collectively,
the "Definitive Agreements") on or before the Closing date established pursuant
to Section 2 hereof; however, the parties hereto agree that this Music.co
Agreement contains the principal terms and conditions of the transactions
contemplated hereby and that it shall be binding upon and enforceable by the
parties hereto with respect to the matters covered hereby until a Definitive
Agreement is signed which covers all or a portion of such matters, at which time
this Music.co Agreement will no longer apply to the matters covered by such
Definitive Agreement (but will continue to govern with respect to any matters
not covered by such Definitive Agreement unless otherwise expressly provided in
such Definitive Agreement). At such time as Definitive Agreements are executed
which cover all matters covered hereby or state that they are intended to be
exclusive of all matters covered hereby, this Music.co Agreement shall be
terminated and shall be of no further force or effect. Accordingly, whether or
not any or all of the Definitive Agreements are executed, MTVN, Tune and Liberty
shall consummate the Closing on the basis and subject to the conditions set
forth in this Music.co Agreement, and MTVN, Tune and Liberty shall be bound by
the terms and provisions of this Music.co Agreement to the extent not covered by
any executed Definitive Agreement unless otherwise agreed upon by Tune, Liberty
and MTVN. The Definitive Agreements shall contain (i) the covenants,
representations and agreements contained in this Music.co Agreement, (ii) a
representation by Tune that, as of the date of this Music.co Agreement and as of
the Closing, except for contracts entered into after the date hereof with the
consent of MTVN, neither Music.co nor any of its subsidiaries shall be subject
to any non-competition provision, exclusivity provision, output or requirement
contract or right of first refusal or other similar contractual restrictions on
its ability to conduct its business (collectively, the "Restrictive Provisions")
by virtue of Music.co's assumption either directly or through a subsidiary of
any contract or other arrangement of SonicNet or Box or any of their
subsidiaries or as a result of Music.co being a successor to either SonicNet or
Box, other than such Restrictive Provisions as would apply solely to the Tune
Contribution as the case may be and other than those set forth in the contracts
and arrangements referred to in the Contract Binder Index dated May 18, 1999
attached as Schedule I and (iii) from the appropriate party, customary
representations regarding title to the assets being contributed to Music.co,
sufficiency of assets being contributed and/or services or assets being made
available to Music.co, corporate authority, no conflicts, contracts, historical
financial statements and intellectual property rights, since December 31, 1998
no event of material adverse change for Box or SonicNet (other than the Material
Adverse Change Exclusions), and other customary representations for transactions
of this type, subject to customary qualifications (including (whether or not
customary) exceptions for nonassignment and change in control provisions
(including the effect of the failure to obtain a



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waiver of or consent under any such provision), the matters referred to in
paragraph 3(c), and any other matters expressly disclosed to the other party in
writing prior to the execution of this Music.co Agreement) (collectively, the
"Customary Representations"), which Customary Representations shall be made as
of the date of this Music.co Agreement and as of the Closing, (iv) covenants
requiring MTVN to operate the businesses included in the MTVN Contribution, and
Tune to cause Box and Sonic Net to operate the businesses included in the Tune
Contribution, in a manner consistent with this Music.co Agreement, and other
customary covenants for transactions of this type, including covenants to
cooperate in obtaining required third party approvals, but excluding any
covenants not to compete or similar covenants other than the covenants contained
in the Term Sheet under the headings "Non-Compete" and "Exclusivity"
(collectively, the "Customary Covenants"), (v) customary indemnities from the
applicable party relating to the representations (including the Customary
Representations) and covenants (including the Customary Covenants) made or
deemed made herein (it being understood that indemnities as to contributions
shall be made to Music.co and that indemnities by Liberty shall relate only to
its obligations arising under the heading "Non-Compete" in the Term Sheet or in
the applicable Definitive Agreement), which indemnity for representations
(including the Customary Representations and the representation of Tune
contained in clause (ii)) will be subject to a $1.75 million tipping basket and
a $150 million cap (provided that once such tipping threshold is met, the
indemnifying party will be liable for the first dollar and up to the full $150
million cap hereunder) (collectively, the "Customary Indemnities"), (vi)
customary indemnities by Music.co to the applicable contributing party with
respect to the performance of contracts assigned to and obligations assumed by
Music.co and the operation of the contributed businesses after the Closing,
except that Music.co shall not be obligated to indemnify any contributing party
with respect to obligations to the extent that they relate to pre-Closing
periods (other than accounts payable, accrued expenses, prepayments and similar
working capital items) or arise out of a breach or violation prior to the
Closing of any provision (other than a non-assignment or change in control
provision) of an assigned contract (the "Music.co Indemnity"), and (vii) other
terms customary for transactions of this type (collectively, the "Other
Customary Terms"). Without limitation of the foregoing, from the date thereof
through the consummation of the Closing or the earlier termination of this
Music.co Agreement in accordance with its terms, Tune agrees that it will not
permit (x) SonicNet or Box or any of their subsidiaries to enter into or renew
any affiliation agreement or amend any of the terms of any existing affiliation
agreement which is part of the Tune Contribution without the prior written
consent of MTVN, (y) Box or any of its subsidiaries to exercise its option under
any existing affiliation agreement to roll out Box Service onto any cable or
other system, and (z) Box or SonicNet or any of their subsidiaries to enter
into, renew or amend any agreement involving any significant expenditure or
obligation which Music.co. would be obligated to pay or bear after the Closing.
Notwithstanding the foregoing, Tune shall be permitted to cause SonicNet or Box
to amend their respective agreements or take other actions, but only to the
extent necessary to effectuate the arrangements referred to in Schedule 1 to the
Term Sheet, to effectuate assignments thereof as contemplated by this Music.co
Agreement and/or to eliminate or limit any Restrictive Provision. The Definitive
Agreements shall not contain any conditions to the obligation of any party to
consummate the Closing other than the conditions set forth in Section 3 hereof.
The parties agree that if and to the extent Definitive Agreements containing the
provisions of this Music.co Agreement and the Customary Representations, the
Customary Covenants, the Customary Indemnities, the Music.co Indemnity, and the
Other Customary Terms (with respect to the transactions contemplated by such
Definitive Agreement) are not executed by all parties prior to




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Closing, this Music.co Agreement shall be deemed to contain the applicable
Customary Representations, the Customary Covenants, the Customary Indemnities,
the Music.co Indemnity, and the Other Customary Terms, which shall be binding
upon and enforceable by the parties hereto as if set forth in Definitive
Agreements. Any dispute regarding the deemed terms of any Definitive Agreement,
including any Customary Representation, Customary Covenant, Customary Indemnity,
the Music.co Indemnity, or Customary Other Term shall be resolved by bringing an
appropriate action before a court of competent jurisdiction referenced in
Section 12. At the Closing or when the Closing is deemed to have occurred,
Liberty and MTVN will deliver a writing (the "SSI Notice") to Satellite
Services, Inc. ("SSI") notifying SSI that the Closing has occurred, thereby
causing the affiliation agreement between SSI and MTVN (the "SSI Affiliation
Agreement") to become effective.

         7. Termination. This Music.co Agreement shall terminate and its
provisions shall become null and void (except for the obligation to maintain the
confidentiality of the Confidential Information contained in Section 4, which
shall survive and remain in full force and effect and except that such
termination shall not relieve any party for any liability for any breach arising
prior to such termination) with respect to all the parties hereto upon the
happening of any of the following:

                  (a) by the mutual written consent of the parties hereto;

                  (b) by any of MTVN, Tune or Liberty if the Closing has not
         taken place by July 15, 1999 and the terminating party is not in
         material breach of its obligations under this Music.co Agreement;

                  (c) by any of MTVN, Tune or Liberty if any court of competent
         jurisdiction has issued a final non-appealable order, stay, injunction
         or decree restraining or prohibiting the consummation of the
         transactions contemplated by this Music.co Agreement; or

                  (d) by any of MTVN, Tune or Liberty if the conditions to such
         party's obligations to consummate the transactions contemplated by this
         Music.co Agreement are impossible to satisfy; provided, that the
         terminating party shall not have breached its obligations under this
         Music.co Agreement and as a result of such breach rendered the
         conditions to its obligations to consummate the transactions
         contemplated by this Music.co Agreement impossible to satisfy.

         8. Specific Performance. The parties recognize the unique nature of the
obligations of each party hereunder and therefore agree that each party shall be
entitled to specific performance of the obligations of the other parties set
forth in this Music.co Agreement, including without limitation the obligation to
deliver the SSI Notice.

         9. Costs and Expenses. Each party shall be solely responsible for the
payment of its own costs and expenses incurred in connection with the
negotiation and closing of the transactions contemplated hereby. Filing fees,
and sales and transfer taxes in connection with the consummation of the
transactions contemplated hereby will be borne by Music.co. Each party
represents and warrants to the other parties that it did not engage the services
of a broker in


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connection with this Music.co Agreement, and each party shall indemnify and hold
the other parties harmless from any breach of the foregoing representation and
warranty.

         10. Disclosure. The parties will mutually agree on the form of any
public announcement or press release to be issued with respect to the subject
matter of this Music.co Agreement; provided, however, that neither party shall
be required to obtain the consent of any other party for any disclosure required
by law or by the rules of any national securities exchange, but such required
disclosure may only be made after there has been meaningful consultation with
the other party.

         11. Counterparts. This letter 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.

         12. Governing Law; Submission to Jurisdiction. This Music.co Agreement
and the rights and obligations of the parties hereto, and any claims or disputes
relating thereto, shall be governed by and construed under and in accordance
with the laws of the State of New York, excluding the choice of law rules
thereof. Each party to this Music.co Agreement hereby irrevocably and
unconditionally: (i) agrees that any suit, action or proceeding against it by
any other party to this Music.co Agreement with respect to this Music.co
Agreement may be instituted, and that any suit, action or proceeding by such
party against any other party with respect to this Music.co Agreement shall be
instituted, only in the Supreme Court of the State of New York, County of New
York, or the U.S. District Court for the Southern District of New York (and
appellate courts from any of the foregoing), as the party instituting such suit,
action or proceeding may elect in its sole discretion, (ii) consents and
submits, for itself and its property, to the jurisdiction of such courts for the
purpose of any such suit, action or proceeding instituted against it by the
other, (iii) agrees that a final judgment in any such suit, action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law, and (iv) waives the right to a
jury trial in any such suit, action or proceeding.

         13. Certain Actions. Beginning promptly after the date hereof, the
parties will cooperate to take such action as is necessary to effectuate the
arrangements regarding Excluded Tune Assets as are described on Schedule 1 to
the Term Sheet.

         14. No Presumption. This Music.co Agreement and the Definitive
Agreements 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.

         15. Entire Agreement. This Music.co 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. Each party represents and
warrants to the other parties that (i) it has the requisite corporate power and
authority to execute, deliver and perform this Music.co Agreement, and (ii) this
Music.co Agreement constitutes the legal, valid and binding obligation of such
party and is enforceable against such party in accordance with its terms.



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         16. Binding on Viacom. The parties acknowledge that MTVN is a division
of Viacom International Inc. and that consequently Viacom International Inc. is
obligated to perform the obligations to be paid or performed by MTVN hereunder;
provided that the use of the term "MTVN" in the Term Sheet in the sections
entitled "MTVN Contribution," "Officers," and "Exclusivity" shall refer only to
the operating unit or units of Viacom International Inc. that on a day-to-day
basis operate the business of MTV or VH-1.

         17. Tune and Liberty. Each of the obligations under this Music.co
Agreement of Liberty and Tune are several and not joint.

         18. No Solicitation. From the date hereof until the Closing, neither
Liberty, Tune nor any of their Controlled Affiliates (as hereinafter defined)
(other than Box, SonicNet or its subsidiaries) will hire any person that is an
employee of SonicNet or Box or their subsidiaries at anytime during the period
from the date hereof to the Closing without the prior written consent of MTVN.
From the date hereof until the second anniversary of the Closing, neither
Liberty, Tune nor any of their Controlled Affiliates will hire any person who
becomes an employee of Music.co or any of its subsidiaries upon consummation of
the Closing without the prior written consent of MTVN. Neither Liberty, Tune nor
any of their Controlled Affiliates will solicit for employment any employee of
Music.co or any of its subsidiaries for so long as Tune or any of its affiliates
owns an equity interest in Music.co.

         19. Music.co Adherence. As soon as is practicable after organization of
Music.co, MTVN will cause Music.co to execute a counterpart of this Music.co
Agreement becoming a party thereto and accepting all its rights and obligations
hereunder.

         20. Controlled Affiliates. A Controlled Affiliate of any person is an
affiliate as to which such person possesses, directly or indirectly, the
affirmative power to direct or cause the direction of the management and
policies of such affiliate (whether through ownership of securities, partnership
interests or other ownership interests, by contract, by membership or
involvement in the board of directors, management committee or other management
structure of such affiliate, or otherwise).



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         If the foregoing is acceptable to you, please execute a copy of this
letter and return it to the undersigned, at which time this letter will
constitute a binding agreement among us.

                                       Sincerely,

                                       VIACOM INTERNATIONAL INC.




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

ACCEPTED AND AGREED
as of this 19th day of May, 1999.


LIBERTY MEDIA CORPORATION



By: /s/David B. Koff
   ----------------------------
    Name: David B. Koff
    Title:  Senior Vice President


TCI MUSIC, INC.



By: /s/David B. Koff
   ----------------------------
    Name: David B. Koff
    Title: Vice President








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                                                                      FINAL COPY
                                                                       EXHIBIT A


                     TCI MUSIC, INC. / MTVN NETWORKS ONLINE
                     DIGITAL MUSIC JOINT VENTURE TERM SHEET


PARTIES:                            TCI Music, Inc. ("Tune")

                                    Liberty Media Corporation ("Liberty")

                                    MTVN Networks, a division of Viacom
                                    International Inc. ("MTVN")

ENTITY:                             MTVN Online L.P. ("Music.co"), a company to
                                    be formed by

                                    MTVN and Tune as described below. Music Co.
                                    will be formed as a Delaware limited
                                    partnership. Capitalized terms used but not
                                    defined herein shall have the respective
                                    meanings assigned to such terms in the
                                    Letter Agreement dated May 18, 1999 (the
                                    "Letter Agreement") among Viacom
                                    International Inc., Liberty and Tune.

BUSINESS:                           The business of Music.co (the "Business")
                                    will be to (a) develop, operate, manage,
                                    market, promote, distribute and license
                                    text, audio and/or video music,
                                    music-related and/or music-themed services
                                    online and (b) engage in activities
                                    reasonably related thereto, including
                                    e-commerce applications and consumer
                                    oriented commercial transactions related
                                    thereto. Services that are intended
                                    principally to be delivered to internet
                                    browsers or software with browser
                                    functionality, even if such browsers or
                                    browser functionality are operating through
                                    a set-top box or a television set and/or are
                                    used to deliver video clips or video
                                    programs, shall be included in the Business.
                                    Notwithstanding the foregoing, businesses
                                    that are substantially similar to the
                                    businesses traditionally conducted by
                                    television, cable and satellite television
                                    program services, and businesses presently
                                    described as "near video on demand" and
                                    "video on demand" shall not be considered to
                                    be included within the Business.

TUNE CONTRIBUTION:                  Tune will cause each of SonicNet, Inc.
                                    ("SonicNet") and The Box Worldwide Inc.
                                    ("Box") to contribute (the "Tune
                                    Contribution") to Music.co (x) all of the
                                    assets and businesses (including, but not
                                    limited to, all tangible and



<PAGE>   11
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                                    intangible technology, licenses, systems
                                    infrastructure, billing systems and
                                    marketing plans, all related rights of use,
                                    licenses, trademarks, servicemarks and other
                                    intellectual property rights related thereto
                                    ("Rights")) which are owned or controlled by
                                    SonicNet or Box, as applicable, and which
                                    relate to, or are reasonably necessary for
                                    use in connection with its business, other
                                    than those international assets and
                                    businesses of Box and SonicNet exclusively
                                    conducted by their direct or indirect
                                    subsidiaries the stock of which will be
                                    transferred as part of the Tune
                                    Contribution, and (y) all of the capital
                                    stock of the direct or indirect subsidiaries
                                    of Box and SonicNet which exclusively
                                    conduct international businesses of Box and
                                    SonicNet, in each case except as
                                    contemplated by Section 3(c) of the Letter
                                    Agreement. Notwithstanding the foregoing,
                                    the following assets (the "Excluded Tune
                                    Assets") shall not be part of the Tune
                                    Contribution and subject to the following
                                    sentence shall be retained by Box or
                                    SonicNet, as the case may be, (i) Agreement
                                    dated on or about July 1997 between SonicNet
                                    and Telstra-Multimedia Pty ACN, (ii) all
                                    equity interests in The Box
                                    Worldwide-Europe, B.V., (iii) all equity
                                    interests in The Box Holland, B.V. ("Box
                                    Holland"), and all agreements and
                                    undertakings relating thereto (including
                                    without limitation the Joint Venture
                                    Agreement dated as of December 14, 1995 by
                                    and among The Box Worldwide-Europe B.V.,
                                    Quote Beheer BV and Box Holland and all
                                    agreements annexed thereto or referenced
                                    therein), (iv) IP Rights Agreement dated
                                    October 30, 1998 by and among Video Jukebox
                                    Network, Inc. ("VJN"), Video Jukebox Network
                                    International Limited and EMAP plc ("EMAP"),
                                    and (v) Share Purchase Agreement dated
                                    October 30, 1998 by and between VJN and
                                    EMAP. At the Closing, the parties will enter
                                    into the arrangements described on Schedule
                                    1 to this Term Sheet. SonicNet and Box will
                                    each contribute the assets (subject to
                                    assumed liabilities) constituting the Tune
                                    Contribution as described in clause (x)
                                    above to one or more limited liability
                                    companies of which such company or a wholly
                                    owned subsidiary thereof shall be the sole
                                    member and such membership interest shall be
                                    contributed to Music.co at the Closing,
                                    provided, however, that, except in the case
                                    of contracts or other assets imposing
                                    Restrictive Provisions, such method of
                                    contribution will not be required if it
                                    would cause material adverse tax
                                    consequences to Tune or would materially
                                    impede the obtaining of required consents.
                                    Tune will also

<PAGE>   12
                                                                               3


                                    use its commercially reasonable efforts to
                                    obtain rebates of all launch fees
                                    ("Rebates") paid to any cable system with
                                    respect to which the affiliation agreement
                                    relating to Box is terminated as a result of
                                    the transactions contemplated hereby. Tune
                                    will also pay to Music.co any Rebates that
                                    it or any of its subsidiaries receive in
                                    respect thereof.

MTVN CONTRIBUTION:                  MTVN (or one or more of its affiliates)
                                    will contribute to Music.co all of the
                                    assets and businesses (including all Rights
                                    related thereto) owned or controlled by it
                                    constituting MTVN's current or planned
                                    assets and businesses engaged (or to be
                                    engaged) exclusively in the Business
                                    (including, but not limited to all of its
                                    assets and businesses (including all Rights
                                    related thereto) used or to be used
                                    exclusively in connection with the MTV.com,
                                    VH1.com and Imagine Radio businesses and
                                    all wholly-owned international assets and
                                    businesses engaged or to be engaged
                                    exclusively in the Business, and any other
                                    assets related to such businesses as will
                                    be expressly agreed upon in the definitive
                                    agreements with respect to the transactions
                                    contemplated hereby). The foregoing assets
                                    to be contributed are hereinafter referred
                                    to collectively as the "MTVN Contribution";
                                    provided, however, that the MTVN
                                    Contribution to Music.co shall not be
                                    deemed to include any assets or businesses
                                    held by the non-wholly owned international
                                    businesses of MTVN described in Schedule 2
                                    to this Term Sheet.

                                    License Agreement: Pursuant to a license
                                    agreement (the "License Agreement"), Viacom
                                    International Inc. will or will cause MTVN
                                    or a subsidiary to grant to Music.co a
                                    royalty free, non-exclusive, perpetual
                                    license to Music.co to use the brand names,
                                    logos, trade names and trademarks of MTV and
                                    VH1, as may be reasonably necessary in order
                                    to operate the Business in the manner
                                    previously disclosed to Tune. In addition,
                                    the License Agreement will grant to Music.co
                                    (or to an MTVN subsidiary which will
                                    contribute to Music.co) to the extent it is
                                    within the power of MTVN, Viacom
                                    International Inc. or their respective
                                    Controlled Affiliates to do so, a
                                    non-exclusive, royalty free (except to the
                                    extent royalties are payable to third
                                    parties), perpetual license to Music.co to
                                    use the intellectual property and technology
                                    of or relating to MTV, VH1, and their
                                    respective Controlled Affiliates, including
                                    programming and other content presented
                                    thereon, as may be reasonably necessary in
                                    order


<PAGE>   13
                                                                               4


                                    to operate the Business in the manner
                                    previously disclosed to Tune. The License
                                    Agreement shall not grant any rights to
                                    Music.co to the extent such rights are held
                                    by the non-wholly owned international
                                    businesses of MTVN described in Schedule 2
                                    to this Term Sheet. Notwithstanding the
                                    non-exclusivity provision of the License
                                    Agreement, the licenses granted under the
                                    License Agreement shall, in all material
                                    respects, be exclusive as to the Rights
                                    licensed thereunder with respect to the
                                    Business. (For the avoidance of doubt, MTVN
                                    may license such Rights to third parties for
                                    the benefit of Music.co.) The License
                                    Agreement will contain customary terms and
                                    conditions (no less favorable to Music.co
                                    than those granted to other Controlled
                                    Affiliates of MTVN), including customary
                                    terms and conditions reasonably necessary to
                                    protect MTVN's ownership of such
                                    intellectual property rights and to avoid
                                    confusion regarding ownership of the
                                    properties of MTVN and Music.co.

                                    Promotion Agreement: Pursuant to a promotion
                                    agreement (the "Promotion Agreement") (which
                                    may be entered into by MTVN with a
                                    subsidiary which will contribute its rights
                                    under the agreement to Music.co), for so
                                    long as Tune owns an equity interest in
                                    Music.co, MTVN will agree to use reasonable
                                    efforts to promote, until the later of (i) 5
                                    years from the Closing or (ii) two years
                                    after the time when MTVN and its affiliates
                                    own less than 50% of the equity interest in
                                    Music.co, the Business on MTV, VH1 or any of
                                    their or MTVN's Controlled Affiliates in a
                                    manner calculated to encourage consumers to
                                    visit the websites contained in the
                                    Business. Such promotion shall be provided
                                    by MTVN for no consideration payable by
                                    Music.co or its Controlled Affiliates. Such
                                    promotion will include advertising, VJ
                                    mentions, text on screen, web links or other
                                    promotional support by MTV, VH1 and their or
                                    MTVN's respective Controlled Affiliates in a
                                    manner and in amounts to be determined by
                                    MTVN in its sole discretion; provided that
                                    such promotion shall be (x) vigorous, to the
                                    extent consistent with MTVN's normal
                                    operation of its businesses other than
                                    Music.co, and (y) generally consistent in
                                    overall effort to promotions provided by
                                    other similarly situated media companies in
                                    relation to the promotion of the internet
                                    businesses of their subsidiaries and
                                    affiliates. During the period from the
                                    Closing until the fifth anniversary thereof,
                                    such promotion shall have an aggregate fair
                                    market value of

<PAGE>   14
                                                                               5


                                    not less than $100 million, as valued by the
                                    CEO of Music.co (or if the CEO has a
                                    conflict of interest due to arrangements
                                    between the CEO and MTVN, the most senior
                                    officer of Music.co not so conflicted). In
                                    addition, Music.co will at no charge to MTVN
                                    promote the programming services of MTVN in
                                    a reasonable manner as determined by the CEO
                                    of Music.co (or such non-conflicted senior
                                    officer).

                                    Services Agreement: MTVN and Music.co will
                                    enter into a services agreement (the
                                    "Services Agreement") pursuant to which MTVN
                                    will agree to provide administrative,
                                    technical, support and other services
                                    necessary to the operation of Music.co,
                                    including those to be identified in a
                                    schedule to be attached to the Services
                                    Agreement (the "MTVN Services"), to Music.co
                                    for a period of 5 years after the Closing or
                                    such shorter period as the CEO may determine
                                    at a fee which will equal MTVN's direct
                                    costs plus a reasonable markup (which markup
                                    shall be designed to approximate an
                                    allocation to Music.co of its pro-rata share
                                    of management costs, overhead and other
                                    charges common to Music.co and other MTVN
                                    businesses without markup).



<PAGE>   15
                                                                               6


INTERIM OPERATIONS;
FUNDING OBLIGATIONS:


                                    Tune will cause SonicNet and Box to continue
                                    to operate the assets and businesses being
                                    contributed by them prior to the Closing of
                                    the transactions contemplated hereby in the
                                    ordinary course and in accordance with the
                                    budget attached to this Term Sheet (the
                                    "Tune Budget"). MTVN will continue to
                                    operate the assets and businesses being
                                    contributed by it prior to the Closing in a
                                    manner which it reasonably believes will
                                    further the Business of Music.co and which
                                    will not interfere with or frustrate the
                                    transactions contemplated hereby; provided
                                    that (i) if such operations involve a
                                    related party transaction as described below
                                    under the section entitled "Related Party
                                    Transactions" for which a special audit
                                    right is required, then MTVN shall grant
                                    Tune a special audit right as to the
                                    transaction and (ii) such operations will
                                    not require Tune to exceed its $10 million
                                    required capital contribution ceiling. From
                                    the date hereof until the Closing, each of
                                    MTVN and Tune shall and shall cause their
                                    respective subsidiaries to fund its
                                    respective assets and businesses to be
                                    contributed to Music.co with sufficient
                                    capital to fund operations and, in the case
                                    of Tune, such funding shall be in accordance
                                    with the Tune Budget (such funding, the
                                    "Pre-Closing Capital Contribution"). It is
                                    agreed that such Pre-Closing Capital
                                    Contributions shall include MTVN's and
                                    Tune's overhead allocations on the following
                                    basis: For MTVN, overhead shall be charged
                                    and allocated in the same manner as it will
                                    be charged and allocated to Music.co after
                                    the Closing. For Tune, overhead shall be
                                    charged and allocated in the same manner as
                                    historically charged and allocated to Box
                                    and SonicNet and as reflected in the Tune
                                    Budget. Each of MTVN and Tune shall provide
                                    the other with periodic reports regarding
                                    the level of capital contributions to its
                                    businesses. At the Closing, MTVN and Tune
                                    will disclose their respective Pre-Closing
                                    Capital Contributions and if either party's
                                    Pre-Closing Capital Contribution is less
                                    than its pro-rata share (based on the
                                    party's interest in the equity of Music.co)
                                    of the parties' combined Pre-Closing Capital
                                    Contribution, such party shall contribute to
                                    Music.co an amount in cash (such party's
                                    "Closing Contribution") such that, after
                                    taking into account such amount and the
                                    parties' Pre-Closing Capital Contributions
                                    (which shall be deemed to have been
                                    contributed as Additional Contributions (as
                                    hereinafter defined) to Music.co), the
                                    parties' respective total capital
                                    contributions to Music.co reflect their
                                    respective percentage


<PAGE>   16
                                                                               7


                                    Interests; provided, however, that in no
                                    event will Tune and its subsidiaries be
                                    obligated to fund (including its Pre-Closing
                                    Capital Contributions) more than $10 million
                                    in the aggregate pursuant to this paragraph
                                    (whether as Pre-Closing Capital
                                    Contributions or Closing Contributions).
                                    Each of the MTVN Contributions and the Tune
                                    Contributions shall be contributed to
                                    Music.co free and clear of all indebtedness
                                    obligations in respect of such assets and
                                    businesses, including all intercompany debt
                                    and preferred stock. The Tune Contribution
                                    shall not include any liabilities or
                                    obligations related to the Tune Excluded
                                    Assets. Each party will disclose to the
                                    other all other accounts payable and other
                                    contingent obligations relating to the
                                    assets and businesses being contributed by
                                    it, all of which shall become obligations of
                                    Music.co at the Closing. Upon the Closing,
                                    the parties will enter into appropriate
                                    assignment and assumption agreements.

EQUITY:                             In exchange for the MTVN Contribution, MTVN
                                    or one or more affiliates who would be
                                    permitted to be assignees under Section 5 of
                                    the Letter Agreement (the "MTVN Partners")
                                    will receive from Music.co at the Closing
                                    general and limited partnership interests in
                                    Music.co ("Interests") representing an
                                    aggregate of 90% of the Interests in
                                    Music.co outstanding immediately following
                                    the Closing.

                                    In exchange for the Tune Contribution, Tune
                                    or one or more wholly-owned subsidiaries of
                                    Tune who would be permitted to be assignees
                                    under Section 5 of the Letter Agreement (the
                                    "Tune Partners") will receive from Music.co
                                    at the Closing limited partnership Interests
                                    in Music.co representing an aggregate of 10%
                                    of the Interests in Music.co outstanding
                                    immediately following the Closing.

                                    The contributions of MTVN (or its affiliates
                                    who would be permitted to be assignees under
                                    Section 5 of the Letter Agreement) and Tune
                                    (or one or more subsidiaries who would be
                                    permitted to be assignees under Section 5 of
                                    the Letter Agreement) to Music.co will be
                                    structured in as tax-efficient a manner as
                                    is practical, consistent with the terms of
                                    the transactions contemplated hereby.

BOX LICENSE AGREEMENT:

                                    To the extent requested by MTVN, Music.co
                                    will, subject to and consistent with the
                                    arrangements contemplated in Schedule 1 to
                                    this Term Sheet, license the intellectual


<PAGE>   17
                                                                               8


                                    property rights (including trademarks, logos
                                    and original programming), technology and
                                    subscribers related to Box to MTVN (the "Box
                                    License Agreement"). In consideration of
                                    such license, MTVN will pay Music.co a fee
                                    comprised of a license fee and a
                                    distribution fee. The license fee will equal
                                    1.5% of the gross revenues received by MTVN
                                    for a given year with respect to the
                                    programming service (the "Box Service")
                                    marketed by MTVN under the "Box" trademark.
                                    The distribution fee shall equal $.30 per
                                    year for each subscriber to Box Service
                                    which MTVN obtains as a result of an
                                    assignment of an affiliation agreement by
                                    Music.co to MTVN for which no consent is
                                    required (the parties acknowledge and agree
                                    that no such distribution fee shall be
                                    payable with respect to subscribers to Box
                                    through systems owned, managed or controlled
                                    by AT&T Broadband and Internet Services). In
                                    addition, MTVN will pay a distribution fee
                                    of $.05 per year for each subscriber to Box
                                    Service (other than subscribers subject to
                                    the $.30 fee) which MTVN obtains as a result
                                    of distribution of Box utilizing analog
                                    distribution on a particular system
                                    distributing Box on the Closing date and
                                    continued without interruption, or the
                                    distribution of an MTVN music service
                                    specifically substituted for the
                                    distribution of Box on a system. Such $.30
                                    and $.05 distribution fees shall only be
                                    payable with respect to subscribers under
                                    any such assumed affiliation agreement for
                                    the remaining term of the affiliation
                                    agreement as of the date of transfer to MTVN
                                    without any renewals or extensions;
                                    provided, however, that for each of the
                                    first three years of such license to MTVN,
                                    MTVN shall pay the $.30 fee with respect to
                                    no less than 500,000 subscribers and the
                                    $.05 fee with respect to no less than
                                    500,000 subscribers.


MANAGEMENT:                         Prior to the IPO, the business of Music.co
                                    will be managed by a Management Committee of
                                    which one member will be a designee of Tune
                                    and all other members will be designees of
                                    MTVN. The definitive agreements will provide
                                    that the Tune Partners will be entitled to
                                    one designee on the Management Committee so
                                    long as the Tune Stockholder Group (as
                                    defined below) has satisfied the Minimum
                                    Percentage Condition (as defined below). The
                                    "Minimum Percentage Condition" shall be
                                    deemed satisfied so long as the Tune
                                    Stockholder Group owns at least 5% of the
                                    outstanding equity interest in Music.co
                                    (excluding any Interests or Shares issued or
                                    granted in a transaction with respect to
                                    which Tune


<PAGE>   18
                                                                               9


                                    does not have preemptive rights); provided
                                    Tune is not in material default of any of
                                    its agreements contained herein or
                                    contemplated hereby and provided that the
                                    Tune Stockholder Group has not sold any of
                                    its equity interest. In conjunction with the
                                    IPO and the incorporation of Music.co, Tune
                                    and MTVN will enter into a stockholders
                                    agreement pursuant to which Tune and MTVN
                                    will agree that, so long as the Minimum
                                    Percentage Condition is satisfied, each
                                    party will take such steps as may be
                                    necessary (including causing its director
                                    designees to take actions) to nominate for
                                    election, and to vote all voting securities
                                    of Music.co beneficially owned by it in
                                    favor of the election of, one Tune designee
                                    to the Board of Directors of Music.co.

MANAGEMENT COMMITTEE
MATTERS:                            Prior to the IPO, the following matters must
                                    be presented to the Management Committee and
                                    approved by a majority of the members of the
                                    Committee prior to Music.co taking action in
                                    respect thereof:


                                    Amendments  of  Music.co's  limited
                                        partnership  agreement or any other
                                        formation documents, except as provided
                                        below







                                    o     Change in size of Management
                                          Committee

                                    o     Issuance of new equity (other than
                                          pursuant to approved employee
                                          option plan) or modification of
                                          terms of existing equity

                                    o     Incurrence of significant debt

                                    o     Significant asset acquisitions

                                    o     Change of auditors

                                    o     Adoption or amendment of employee
                                          option plan

                                    o     Capital calls

                                    o     Grants of stock options

                                    o     Approval of business plan, annual
                                          budget or material amendment
                                          thereto

                                    o     Appointment, termination and
                                          compensation of CEO

<PAGE>   19
                                                                              10




                                    o     Cash distributions

TUNE APPROVAL:                      Prior to the IPO and for so long as the
                                    Minimum Percentage Condition is satisfied,
                                    the following matters must be presented to
                                    the Management Committee and approved by a
                                    supermajority vote of the Management
                                    Committee, which supermajority must include
                                    the Tune nominated member, prior to the
                                    taking of action in respect thereof:

                                    Amendments to Music.co's limited partnership
                                    agreement or any other formation documents
                                    which would adversely affect the rights of
                                    Tune. Without limiting the foregoing, the
                                    issuance of equity by or options to purchase
                                    equity in Music.co and the amendment of the
                                    Music.co limited partnership agreement to
                                    admit new limited partners shall not be
                                    deemed to adversely affect the rights of
                                    Tune.



<PAGE>   20
                                                                              11




                                                                  EXECUTION COPY


                                    o     During the Restricted Period (as
                                          defined below), admission of a new
                                          general partner of Music.co not
                                          affiliated with MTVN, but only in
                                          the event that such general partner
                                          would have a right to designate
                                          more members to the Management
                                          Committee than MTVN or, through
                                          contractual or other arrangements,
                                          assert greater control over
                                          Music.co than MTVN.


                                    o     Entrance into any business other
                                          than the Business.


                                    o     Any material amendment to the
                                          Services Agreement, the License
                                          Agreement, the Box License
                                          Agreement or the Promotion
                                          Agreement (the "Related Party
                                          Agreements").


                                    o     Liquidation or dissolution of
                                          Music.co other than in conjunction
                                          with an IPO; provided that Tune's
                                          consent to such liquidation or
                                          dissolution will not be
                                          unreasonably withheld.


                                    o     The acquisition of equity in
                                          Music.co by MTVN or any of its
                                          affiliates other than for cash.

RELATED PARTY TRANSACTIONS:

                                    Any transaction between MTVN or any of its
                                    Controlled Affiliates (other than Music.co)
                                    and Music.co or any of its Controlled
                                    Affiliates which Music.co controls shall be
                                    done on an arm's length basis. Prior to the
                                    IPO, Tune shall have the right once a year
                                    to designate an independent third party
                                    auditor (who shall be reasonably acceptable
                                    to MTVN), to audit related party
                                    transactions, including advertising sales
                                    arrangements, other than transactions
                                    contemplated by the Related Party Agreements
                                    if executed at Closing, and in the event
                                    they are not executed at Closing, the
                                    definitive agreements covering the matters
                                    contemplated by the Related Party Agreements
                                    that would be deemed pursuant to the Letter
                                    Agreement to be in place as of the Closing.
                                    It is agreed that the issuance of equity by
                                    or options to purchase equity in Music.co to
                                    employees of MTVN or Viacom Inc. shall not
                                    constitute a related party transaction
                                    unless such equity is issued to such
                                    employee in lieu of regular compensation
                                    and; provided that such issuances in the
                                    aggregate shall not exceed 10% of the
                                    outstanding equity of Music.co. If the
                                    auditor finds that MTVN and Music.co related
                                    party transactions, in order for the
                                    financial terms to


<PAGE>   21
                                                                              12


                                    represent those obtainable at arm's length,
                                    require an adjustment in favor of Music.co
                                    of more than 10% or $1 million (whichever is
                                    greater) in the aggregate, MTVN must modify
                                    the financial terms of such transaction in
                                    order to put such transaction on an arm"s
                                    length basis for future periods and to
                                    reimburse Music.co retroactively to the time
                                    such related party transaction was
                                    implemented for the full cost of the benefit
                                    of such transaction as determined by the
                                    auditor ("Auditor's Findings") and MTVN
                                    shall be required to pay for such audit;
                                    otherwise, Tune shall be required to pay for
                                    such audit. If either party disagrees with
                                    the Auditor's Findings, such party (the
                                    "Notifying Party") shall deliver a written
                                    notice thereof ("the Dispute Notice") to the
                                    other party (the "Receiving Party") within
                                    30 days after receipt of the Auditor's
                                    Findings. If no Dispute Notice is received
                                    by the Receiving Party within such 30-day
                                    period, the Auditor's Findings shall be
                                    final and binding on MTVN and Tune. Upon
                                    receipt by the Receiving Party of the
                                    Dispute Notice, MTVN and Tune shall
                                    negotiate in good faith to resolve any
                                    disagreement with respect to the Auditor's
                                    Findings. If MTVN and Tune are unable to
                                    agree with respect to the Auditor's Findings
                                    within 30 days after receipt by the
                                    Receiving Party of the Dispute Notice, MTVN
                                    and Tune shall promptly submit their dispute
                                    to an arbitrator with no material
                                    relationship to MTVN or Tune, selected by
                                    the Notifying Party and reasonably
                                    satisfactory to the Receiving Party, for a
                                    binding resolution. The cost of the
                                    arbitration will be borne as determined by
                                    the arbitrator.


                                    Prior to the IPO, in the event that MTVN or
                                    any Controlled Affiliate of MTVN engages in
                                    a related party transaction not contemplated
                                    by the Related Party Agreements which
                                    involves amounts (in any one transaction or
                                    in a series of related transactions) in
                                    excess of $1,000,000, MTVN must present such
                                    transactions to Tune. It is agreed that the
                                    issuance of equity by or options to purchase
                                    equity in Music.co to employees of MTVN or
                                    Viacom Inc. shall not constitute a related
                                    party transaction unless such equity is
                                    issued to such employee in lieu of regular
                                    compensation and; provided, that such
                                    issuances in the aggregate shall not exceed
                                    10% of the outstanding equity of Music.co.
                                    Tune may approve such transactions; however,
                                    if Tune declines to


<PAGE>   22
                                                                              13


                                    approve such transaction, Tune may designate
                                    an independent third party appraiser (the
                                    "Appraiser"), who shall be reasonably
                                    acceptable to MTVN, to determine the
                                    fairness of the financial terms of such
                                    transaction. If the Appraiser determines
                                    (the "Appraiser's Findings") that the
                                    transaction(s) is unfair to Music.co by an
                                    amount equal to 10% or more of the aggregate
                                    net present value (using a 10% discount
                                    rate) of the financial terms of such
                                    transaction(s), MTVN shall elect either not
                                    to engage in the transaction(s) or to modify
                                    the financial terms in order to put such
                                    transaction on an arm"s length basis for
                                    future periods and to reimburse Music.co
                                    retroactively to the time such related party
                                    transaction was implemented for the full
                                    cost of the benefit of such transaction as
                                    determined by the Appraiser. Otherwise, MTVN
                                    and Music.co may engage in the transaction
                                    as originally presented to Tune. The cost of
                                    such appraisal shall be borne by Tune unless
                                    MTVN determines not to enter into the
                                    transaction or such transaction requires an
                                    adjustment as specified above, in which case
                                    such costs shall be borne by MTVN. If either
                                    party disagrees with the Appraiser's
                                    Findings, such party (the "Appraiser
                                    Notifying Party") shall deliver a written
                                    notice thereof ("Appraiser Dispute Notice")
                                    to the other party (the "Appraiser Receiving
                                    Party") within 30 days after receipt of the
                                    Appraiser's Findings. If no Appraiser
                                    Dispute Notice is received by the Appraiser
                                    Receiving Party within such 30-day period,
                                    the Appraiser's Findings shall be final and
                                    binding on MTVN and Tune. Upon receipt by
                                    the Appraiser Receiving Party of the
                                    Appraiser Dispute Notice, MTVN and Tune
                                    shall negotiate in good faith to resolve any
                                    disagreement with respect to the Appraiser's
                                    Findings. If MTVN and Tune are unable to
                                    agree with respect to the Appraiser's
                                    Findings within 30 days after receipt by the
                                    Appraiser Receiving Party of the Appraiser
                                    Dispute Notice, MTVN and Tune shall promptly
                                    submit their dispute to an arbitrator with
                                    no material relationship to MTVN or Tune
                                    selected by the Appraiser Notifying Party
                                    and reasonably satisfactory to the Appraiser
                                    Receiving Party for a binding resolution.
                                    The cost of the arbitration will be borne as
                                    determined by the arbitrator.



<PAGE>   23
                                                                              14


OFFICERS:                           Music.co shall have a Chief Executive
                                    Officer. The Chief Executive Officer (and,
                                    for so long as the Minimum Percentage
                                    Condition is met, any successor) shall be
                                    nominated by MTVN, subject to consultation
                                    with Tune. The Chief Executive Officer may
                                    be removed with or without cause (subject to
                                    the obligations of any employment agreement
                                    with such officer) by a vote of the majority
                                    of the Management Committee.

CAPITAL CONTRIBUTIONS:              The Management Committee of Music.co may
                                    request that MTVN and Tune make additional
                                    contributions to Music.co from time to time
                                    prior to the IPO (each an "Additional
                                    Contribution" which term shall be deemed to
                                    include the Closing Contributions and the
                                    Pre-Closing Capital Contributions) in order
                                    to fund its operations in accordance with
                                    the approved budget. Such Additional
                                    Contributions shall be made by MTVN and Tune
                                    on a pro-rata basis (based on their
                                    percentage Interests) as required by and in
                                    accordance with then current budgets up to
                                    an aggregate amount of (x) $90 million in
                                    the case of MTVN, and (y) $10 million in the
                                    case of Tune, in each case taking into
                                    account the Closing Contribution and
                                    Pre-Closing Capital Contributions.


                                    Without limiting MTVN's rights and remedies
                                    in the event Tune fails to make a required
                                    Additional Contribution, in the event Tune
                                    fails to make an Additional Contribution,
                                    MTVN or any third party may contribute the
                                    Tune amount as equity, in which case Tune's
                                    percentage interest in Music.co shall be
                                    diluted to the percentage that the aggregate
                                    amount of capital contributions made by Tune
                                    bears to the aggregate amount of all capital
                                    contributions to Music.co by its partners
                                    assuming an initial valuation of the Tune
                                    Contribution (excluding any Additional
                                    Contribution) equal to $150 million;
                                    provided, however, that prior to the IPO,
                                    any such Additional Contribution to the
                                    extent it would result in Tune's percentage
                                    interest in Music.co being diluted to less
                                    than 5% (or such proportionate lower
                                    percentage as appropriate if Tune has sold
                                    any equity in Music.co.), shall be made as
                                    unsecured debt (on market terms), rather
                                    than as equity.



<PAGE>   24
                                                                              15


                                    For purposes of the foregoing Capital
                                    Contribution provisions, references to MTVN
                                    shall be deemed to refer to the MTVN
                                    Partners and references to Tune shall be
                                    deemed to refer to the Tune Partners.

PUBLIC OFFERING:                    The parties acknowledge their intention that
                                    Music.co become a public company no later
                                    than the second anniversary of the Closing
                                    (subject to an extension of not more than 60
                                    days upon the written advice of a nationally
                                    recognized underwriter engaged to underwrite
                                    the sale of shares in the IPO) (such date,
                                    as it may be extended as provided herein the
                                    "Offering Expiration Date"). For purposes of
                                    this Term Sheet, the term "IPO" shall mean
                                    the initial registered public offering of
                                    Music.co's common stock (the "Shares") which
                                    results in such Shares being publicly traded
                                    and listed on The Nasdaq Stock Market or a
                                    national securities exchange. For the
                                    avoidance of doubt, the failure of such IPO
                                    to occur prior to such date shall not be a
                                    breach.


                                    In conjunction with the IPO, the parties
                                    shall take such steps as may be reasonably
                                    necessary to cause Music.co to be rolled up
                                    into a Delaware corporation immediately
                                    prior to the IPO. The certificate of
                                    incorporation and bylaws of Music.co and the
                                    stockholders agreement between Tune and MTVN
                                    shall incorporate the management and
                                    governance protections provided to the Tune
                                    Partners herein which are applicable to the
                                    period following the IPO.


                                    If the aggregate value of the Shares that
                                    would be held by the Tune Partners (with
                                    each Share valued for such purpose at the
                                    price to the public listed on the cover page
                                    of the final prospectus delivered in
                                    connection with the IPO) at the time of the
                                    IPO is less than $175 million, and provided
                                    that the Tune Partners are not in default of
                                    their obligations hereunder and have made
                                    all required Additional Contributions then
                                    the aggregate number of shares issuable to
                                    the Tune Partners shall be increased,
                                    (without the payment of additional
                                    consideration other than the par value of
                                    the shares) such that (x) the aggregate
                                    value of the Shares held by the Tune
                                    Partners (the "Tune Shares") (valued as
                                    aforesaid) shall equal $175 million or (y)
                                    the aggregate number of Tune's Shares shall
                                    equal


<PAGE>   25
                                                                              16


                                    15% (as proportionately adjusted to reflect
                                    dilution of Tune Partners' Interests below
                                    10%) of the outstanding Shares, whichever
                                    alternative results in the issuance of the
                                    least number of Shares. The allocation
                                    provisions of the partnership agreement of
                                    Music.co shall be drafted in a manner
                                    consistent with the preceding sentence.

NO PUBLIC OFFERING:                 In the event that the IPO has not occurred
                                    on or before the Offering Expiration Date,
                                    Tune shall be entitled to request that the
                                    Private Share Valuation (as defined below)
                                    of the Shares or Interests held by the Tune
                                    Partners be determined in accordance
                                    herewith; such election shall be made by
                                    written notice to MTVN and Music.co
                                    delivered within six months after the
                                    Offering Expiration Date (the "Tune
                                    Notice"). If the Private Share Valuation of
                                    the Shares or Interests held by the Tune
                                    Partners is determined to be less than $175
                                    million and provided the Tune Partners are
                                    not in default of their obligations
                                    hereunder and have made all required
                                    Additional Contributions, Music.co shall
                                    promptly issue to the Tune Partners (without
                                    the payment of additional consideration
                                    other than the par value of the Shares) such
                                    additional number of Shares or Interests as
                                    is required to cause (x) the aggregate
                                    Private Share Valuation of the Shares or
                                    Interests held by the Tune Partners to equal
                                    $175 million or (y) the aggregate number of
                                    Shares or Interests held by the Tune
                                    Partners to equal 15% (as proportionately
                                    adjusted to reflect dilution of the Tune
                                    Partners' Interests below 10%), of the
                                    outstanding Shares or Interests, whichever
                                    alternative results in the issuance of the
                                    least number of Shares or Interests.


                                    Upon receipt by MTVN of the Tune Notice,
                                    MTVN and Tune shall attempt to mutually
                                    agree on the fair market value of the Tune
                                    Partner's Shares or Interests. If the
                                    parties are unable to reach agreement within
                                    60 days after the Tune Notice was received
                                    by MTVN, each of MTVN and Tune shall retain
                                    within 30 days thereafter an investment bank
                                    to determine the fair market value of the
                                    Tune Partner's Shares or Interests. If any
                                    party fails to make its selection, the sole
                                    investment bank selected shall make the
                                    determination. Each investment bank shall
                                    submit its estimation of the fair market
                                    value within forty-five (45) days from the
                                    date of its selection. If the determinations
                                    of fair market value by


<PAGE>   26
                                                                              17


                                    the investment banks vary by less than ten
                                    percent (10%) of the average of the two
                                    determinations, the fair market value shall
                                    be the average of the two determinations. If
                                    such determinations vary by more than ten
                                    percent (10%) of the average of such two
                                    determinations, the two investment banks
                                    shall promptly designate a third investment
                                    bank which shall be unaffiliated with any of
                                    the first two investment banks and shall not
                                    have had any significant affiliation with,
                                    or engagement for, any of the parties or any
                                    affiliates of any of the parties during the
                                    two years prior to its selection. The third
                                    investment bank shall select one of the two
                                    determinations which it believes is the fair
                                    market value of such Shares or Interests
                                    within thirty (30) days from the date of its
                                    selection. The determination of the fair
                                    market value in accordance with the
                                    foregoing procedure shall be final and
                                    binding on the parties and shall be the
                                    "Private Share Valuation". The determination
                                    of the Private Share Valuation of the Tune
                                    Partner's Shares or Interests shall be based
                                    on a valuation of Music.co on the greater of
                                    a going concern or liquidation basis. In
                                    addition, such valuation shall assume the
                                    continuation of the Promotion Agreement in
                                    accordance with its then current terms.

POST IPO GOING
PRIVATE TRANSACTION:                In the event that following the IPO, MTVN
                                    determines to take Music.co private, MTVN
                                    shall offer the Tune Partners an opportunity
                                    to continue their existing equity interest
                                    in Music.co on the same basis as the MTVN
                                    Partners (taking into account their relative
                                    equity interests in Music.co) instead of
                                    being cashed out in such transaction.

NON-COMPETE:                        Except as contemplated by Section 3(c) of
                                    the Letter Agreement, neither Tune nor
                                    Liberty, directly or indirectly through
                                    their respective Controlled Affiliates,
                                    shall, for a period ending on the earlier of
                                    (x) 3 years from the Closing or (y) such
                                    date as MTVN Stockholder Group (as defined
                                    below) ceases to own the largest percentage
                                    of the outstanding equity of Music.co and
                                    have the right to designate the greatest
                                    number of directors to serve on Music.co"s
                                    Management Committee or Board as the case
                                    may be (the "MTVN Loss of Control Date"),
                                    make an investment in, or own or otherwise
                                    operate the Business


<PAGE>   27
                                                                              18


                                    other than its investment in Music.co or
                                    announce or disclose any intention to do any
                                    of the foregoing.


                                    Except as contemplated by Section 3(c) of
                                    the Letter Agreement, neither Tune nor
                                    Liberty, directly or indirectly through
                                    their respective Controlled Affiliates,
                                    shall, for a period ending on the earlier of
                                    (x) five years from the Closing or (y) the
                                    MTVN Loss of Control Date, make an
                                    investment in, or own or otherwise operate
                                    any cable or satellite audio/visual
                                    television services, digital or analog,
                                    principally or in large part devoted to
                                    music-related or music-themed programming
                                    (the "Television Business"), or announce any
                                    intention to do any of the foregoing.


                                    The foregoing restrictions on competition
                                    shall not apply to any of the following or
                                    the announcement of any of the following:
                                    (i) the operations of DMX as currently
                                    conducted, the operation of an internet
                                    radio business by DMX through sites owned or
                                    operated by Lycos and any of its successors
                                    and assigns pursuant to DMX's current
                                    agreement with Lycos as it may be amended
                                    (the "Lycos Deal"), or the operations of DMX
                                    as a distributor of a bona fide subscription
                                    service consisting exclusively, with de
                                    minimis exceptions, of audio and/or text
                                    and/or non-moving pictures content provided
                                    that the foregoing will not include an
                                    internet radio business (other than the
                                    Lycos Deal) similar to Spinner.com or
                                    Imagine Radio as currently conducted; (ii)
                                    e-commerce operations which derive less than
                                    50% of their revenue from music related
                                    products; provided that if such e-commerce
                                    operation is a television service which
                                    includes visual programming, such
                                    programming shall not contain music related
                                    programming for more than (x) 33% of the
                                    time such programming is aired on any given
                                    day, (y) four consecutive hours on any given
                                    day, or (z) 120 minutes on a given day
                                    during the hours of 6:00 p.m. to 12:00 a.m.;
                                    (iii) any business which would fall within
                                    the definition of the Television Business so
                                    long as less than 35% of its programming
                                    consists of music related programming; (iv)
                                    investments or acquisitions of less than 3%
                                    of the outstanding equity interests in any
                                    company, or investments or acquisitions of
                                    less than 25% of the outstanding equity
                                    interests in a company involved in the
                                    Television Business


<PAGE>   28
                                                                              19


                                    and not involved in the Business; (v) the
                                    acquisition or ownership of any interest in
                                    a company or assets not principally engaged
                                    in the Business or the Television Business
                                    (i.e., the competing business does not
                                    represent in excess of 35% of the fair
                                    market value of the assets or revenues of
                                    such acquired or owned company or assets);
                                    (vi) any interest in a company resulting
                                    from a spin-off from a company in which
                                    Tune, Liberty or any of their Controlled
                                    Affiliates holds an interest that does not
                                    violate the non-compete provision of this
                                    Term Sheet; (vii) any interest in a company
                                    resulting from an exercise of rights to
                                    acquire securities or interests in such
                                    company (directly or indirectly) from any
                                    person if such rights would be forfeited if
                                    not so exercised or if Liberty, Tune or such
                                    Controlled Affiliate would be required to
                                    sell or dispose of its interest in such
                                    company (provided, that the acquisition of
                                    such rights as they relate to the Business
                                    or the Television Business was ancillary to
                                    the transaction in which such rights were
                                    acquired); (viii) any interest in Black
                                    Entertainment Television; (ix) any interest
                                    in Ticketmaster; (x) the ownership and
                                    operation of any Tune Excluded Assets as
                                    existing and operating on the date hereof or
                                    as otherwise necessary to fulfill the
                                    obligations under or with respect to the
                                    Tune Excluded Assets; provided, that Tune
                                    may extend the business of Box Holland to
                                    other Dutch-speaking operating territories
                                    and may upgrade Box Holland's technology for
                                    use by Box Holland; and (xi) if Music.co
                                    invests in the Interactive Music Channel
                                    referred to below, an investment in such
                                    Interactive Music Channel. Notwithstanding
                                    the foregoing, the exceptions to the
                                    restrictions on competition set forth in the
                                    prior sentence shall not be available to
                                    Tune, Liberty or their Controlled Affiliates
                                    if any of such persons structures a
                                    transaction to fall within one of such
                                    exceptions with the primary purpose of
                                    evading the restrictions on competition
                                    contained herein and subsequently engages in
                                    such a transaction.

                                    If Tune, Liberty or any of their respective
                                    Controlled Affiliates makes an acquisition
                                    of a company which has a competing business
                                    and clause (v) above is the only one of the
                                    exceptions to the restrictions on
                                    competition provisions pursuant to which
                                    such acquisition is permitted, at such time



<PAGE>   29
                                                                              20


                                    during the restricted period applicable to
                                    such competing business as Tune, Liberty or
                                    any of their respective Controlled
                                    Affiliates acquires control of such
                                    competing business, Liberty or Tune must, or
                                    must cause the Controlled Affiliate to,
                                    offer to sell such competing business to
                                    Music.co at a price not in excess of the
                                    fair market value of the consideration paid
                                    and if Music.co declines to purchase such
                                    competing business, Liberty or Tune must, or
                                    must cause the Controlled Affiliate to,
                                    divest it, unless (i) the Board of Directors
                                    of Liberty or Tune or such Controlled
                                    Affiliate shall have been advised by outside
                                    counsel that the approval by such Board of
                                    such sale to Music.co or divestiture (a
                                    "Disposition") is reasonably likely to
                                    constitute a breach by such directors of
                                    their fiduciary duties owed to third parties
                                    or stockholders other than stockholders of
                                    Tune or its parent entities, (ii) such
                                    Disposition would violate the provisions of
                                    any contract to which Liberty, Tune or such
                                    Controlled Affiliate is a party (other than
                                    contracts entered into with a primary
                                    purpose referred to in the last sentence of
                                    the preceding paragraph), or (iii) such
                                    Disposition would trigger any tax liability
                                    for Liberty or Tune or such Controlled
                                    Affiliate which is material to Liberty or
                                    Tune and would otherwise not be triggered;
                                    provided, however, that in the event of the
                                    occurrence of any of the circumstances
                                    referred to in clauses (i)-(iii) above, such
                                    obligation to make a Disposition shall arise
                                    at such subsequent time during the
                                    restricted period applicable thereto, if
                                    any, as such potential breach of fiduciary
                                    duty or potential breach of contract or such
                                    adverse tax consequence may be reasonably
                                    avoided.

EXCLUSIVITY:                        For a period of five years from the Closing,
                                    so long as the Minimum Percentage Condition
                                    is satisfied, if MTVN, directly or
                                    indirectly through a Controlled Affiliate,
                                    acquires or makes an investment in or
                                    otherwise operates the Business other than
                                    through Music.co, MTVN shall provide Tune
                                    the right to purchase a pro-rata interest in
                                    such business or assets; provided that this
                                    provision shall not apply to (i) any
                                    children's services, including children's
                                    music services regardless of the means of
                                    distribution of such services; (ii) the
                                    delivery of content purely ancillary to a
                                    business that is not the Business, provided
                                    that the ancillary content that may be
                                    delivered relates solely to MTVN and its
                                    operations;


<PAGE>   30
                                                                              21


                                    (iii) investment or acquisitions of less
                                    than 3% (and, after the third anniversary of
                                    the Closing date, 25%) of the outstanding
                                    equity interest in any person or entity;
                                    (iv) the acquisition or operation of any
                                    interest in a company or assets not
                                    principally engaged in the Business (i.e.,
                                    the competing business does not represent in
                                    excess of 35% of the fair market value of
                                    the assets or revenues of such acquired
                                    company or assets); or (v) any current or
                                    future business conducted by any of the
                                    entities listed on Schedule 2 to the extent
                                    such businesses were not part of the MTVN
                                    Contribution.


                                    For a period of five years from the Closing,
                                    so long as the Minimum Percentage Condition
                                    is satisfied, MTVN will not promote the
                                    Business as owned or operated by any
                                    affiliate of MTVN (other than Music.co) on
                                    its cable television services except on
                                    commercial terms.

TRANSFER RESTRICTIONS:              Prior to the first to occur of the third
                                    anniversary of the Closing and the IPO (the
                                    "Restricted Period"), none of Tune, MTVN or
                                    their respective Controlled Affiliates may
                                    make any transfers (whether direct or
                                    indirect, voluntary or involuntary or
                                    otherwise) of any Interest in Music.co,
                                    except that (i) each of Tune and MTVN shall
                                    be entitled to transfer its Interest to and
                                    among those persons comprising its
                                    Stockholder Group (as defined below), (ii) a
                                    change in control of Liberty or Tune, on the
                                    one hand, or MTVN or Viacom Inc., on the
                                    other hand, shall not constitute an indirect
                                    transfer of an Interest, (iii) sales of
                                    capital stock or other securities of Tune or
                                    Liberty on the one hand, or MTVN or Viacom
                                    Inc., on the other, shall not constitute a
                                    sale of any Interest in Music.co, (iv) any
                                    contribution of Liberty's assets or
                                    businesses to Liberty Management Group LLC,
                                    pursuant to a Contribution Agreement dated
                                    March 9, 1999, among Liberty, AT&T, and
                                    certain other persons shall not constitute a
                                    transfer (direct or indirect) of an Interest
                                    and (v) any spin-off or other transaction
                                    which results in any of Tune, Liberty or
                                    MTVN (or any successor thereof) ceasing to
                                    be a subsidiary of its current parent entity
                                    shall not constitute a transfer of an
                                    Interest. A "Stockholder Group" shall mean,
                                    with respect to Tune, Liberty and its
                                    wholly-owned subsidiaries and Tune and its
                                    wholly-owned subsidiaries, and with respect
                                    to MTVN, Viacom Inc. and its wholly-owned


<PAGE>   31
                                                                              22


                                    subsidiaries (and including for this purpose
                                    Imagine Radio so long as its performance
                                    hereunder is guaranteed by MTVN in
                                    accordance with Section 5 of the Letter
                                    Agreement), in each case so long as any such
                                    member of a Stockholder Group remains a
                                    wholly-owned direct or indirect subsidiary
                                    of Tune, Liberty or Viacom Inc., as
                                    applicable.


                                    A direct or indirect pledge of an Interest
                                    in Music.co to secure indebtedness for money
                                    borrowed or to secure a derivative
                                    transaction shall not constitute a transfer
                                    of an Interest prior to foreclosure on such
                                    pledge, so long as there is no voting proxy
                                    agreement related to such pledge.


                                    After the Restricted Period, MTVN will have
                                    a right of first offer on customary terms
                                    with respect to any transfer of Tune's
                                    Shares (other than transfers permitted
                                    pursuant to this section during the
                                    Restricted Period), except with respect to
                                    Tune Shares offered to the public pursuant
                                    to Tune's Registration Rights referred to
                                    below; provided that in determining whether
                                    MTVN's offer is higher than a third party
                                    offer pursuant to this right of first offer,
                                    such offers shall be evaluated on an after
                                    tax basis.


                                    After the end of the Restricted Period until
                                    the sixth anniversary of the Closing, if
                                    MTVN intends to sell a controlling interest
                                    in Music.co in one transaction or a series
                                    of related transactions, (i) MTVN will have
                                    pro-rata drag-along rights vis-a-vis Tune
                                    and (ii) Tune will have pro-rata tag-along
                                    rights vis-a-vis MTVN; provided, however,
                                    that such drag-along rights will not be
                                    available to MTVN in a sale of less than all
                                    of its interest in Music.co if it structures
                                    a transaction in such a manner that as a
                                    result of an agreement or arrangement with
                                    the acquiring entity MTVN will end up with a
                                    controlling interest in Music.co (directly
                                    or through the acquisition of an interest in
                                    the acquiring entities) within a 12 month
                                    period after such sale and provided that if
                                    MTVN sells a controlling interest in
                                    Music.co in a series of related
                                    transactions, Tune's tag along and drag
                                    along shall be at the related weighted
                                    average per share or percentage Interest


<PAGE>   32
                                                                              23


                                    consideration paid to MTVN for its Shares or
                                    Interest in such transactions.

PREEMPTIVE RIGHTS:

                                    Prior to the IPO and for so long as the
                                    Minimum Percentage Condition is satisfied,
                                    Tune will have the right to participate, on
                                    a pro-rata basis, in connection with any
                                    issuance of additional Interests or Shares,
                                    (i) other than with respect to the sale of
                                    Interests or Shares to directors, employees
                                    or consultants of Music.co, MTVN or Viacom
                                    International Inc. pursuant to an employee,
                                    consultant or director option plan or (ii)
                                    in a public offering. Following the IPO and
                                    for so long as Tune satisfies the Minimum
                                    Percentage Condition, Tune will be entitled
                                    to participate on a pro-rata basis with MTVN
                                    in connection with any offering of Shares to
                                    MTVN.

CONFIDENTIALITY:                    Except as and to the extent required by law,
                                    each party will keep confidential any
                                    information obtained from the other party in
                                    connection with the transactions
                                    contemplated by this Term Sheet. If
                                    negotiations of the agreements contemplated
                                    by this Term Sheet are terminated, each
                                    party will return to the other applicable
                                    party all information obtained by such party
                                    from the other party in connection with the
                                    transactions contemplated by this Term Sheet
                                    and shall destroy all written materials,
                                    memoranda, notes and other writings prepared
                                    which are based upon or otherwise reflect
                                    the information. Any information not
                                    returned or destroyed, including without
                                    limitation, any oral information, shall
                                    remain subject to the confidentiality
                                    obligations.

EXPENSES:                           Except as otherwise set forth herein, each
                                    party will bear its own costs and expenses
                                    arising in connection with the transactions
                                    contemplated hereby.

FREEDOM OF ACTION:

                                    Liberty, Tune, MTVN and Viacom Inc. (and
                                    their respective directors, officers,
                                    employees, shareholders and affiliates) will
                                    not have any obligation to present any
                                    business opportunity to Music.co or to
                                    refrain from engaging in any business other
                                    than as expressly provided in the
                                    Non-Competition or Exclusivity provisions,
                                    as applicable.

REGISTRATION RIGHTS:

                                    (a) Upon the written request by Tune,
                                    Music.co will effect the registration under
                                    the Securities Act of 1933, as amended (the
                                    "Securities Act"), of such amount of Shares


<PAGE>   33
                                                                              24


                                    held by the Tune Stockholder Group as are
                                    specified in such notice; provided, however,
                                    that (i) Music.co shall not be required to
                                    effect any registration pursuant to such
                                    request unless such request covers at least
                                    25% of such Shares, (ii) Tune shall not be
                                    entitled to more than two (2) such completed
                                    registrations (of the full amount of Shares
                                    for which registration is requested), (iii)
                                    Music.co shall not be required to register
                                    Shares if Music.co delivers to Tune an
                                    opinion of counsel to the effect that all
                                    such Shares for which registration was
                                    requested may be sold in a single
                                    transaction without registration under the
                                    Securities Act and (iv) Tune may not
                                    exercise a demand right in order to cause
                                    the IPO. Music.co shall pay all costs and
                                    expenses of such registration, other than
                                    underwriting commissions or direct selling
                                    expenses. Tune may register Shares in the
                                    IPO, subject to underwriter cutbacks, as one
                                    of its piggyback rights (see below);
                                    provided, that the offering of Tune Shares
                                    in the IPO may be cut back to avoid
                                    triggering any tax liabilities for any party
                                    hereto in connection with Music.co's
                                    incorporation.


                                    (b) So long as the Tune Stockholder Group
                                    owns at least 1% of the outstanding Shares
                                    or Interests, Music.co will provide Tune
                                    with at least twenty (20) days written
                                    notice of its plan to proceed with any
                                    registration under the Securities Act (other
                                    than a registration on Form S-4 or Form S-8
                                    or similar or successor forms utilized in
                                    the future), regarding a proposed offering
                                    of Music.co securities. Tune may request in
                                    writing, within ten (10) days after receipt
                                    of such notice, that Music.co include any or
                                    all of the Shares of the Tune Stockholder
                                    Group in the proposed registration, subject
                                    to pro-rata cutback at the underwriter's
                                    discretion; provided, however, that Music.co
                                    shall not be required to register Shares if
                                    Music.co delivers to Tune an opinion of
                                    counsel to the effect that all such Shares
                                    for which registration was requested may be
                                    sold in a single transaction without
                                    registration under the Securities Act. Tune
                                    will pay any direct incremental expenses
                                    attributable to the registration of its
                                    Shares.

PUTS AND CALLS:                     During the 60 day period commencing on the
                                    fifth anniversary of the Closing, Tune may
                                    require MTVN to


<PAGE>   34
                                                                              25


                                    purchase all, but not less than all, of the
                                    Shares or Interests of the Tune Stockholder
                                    Group by delivering written notice to MTVN
                                    (the "Put Notice") for a price to be
                                    determined as follows:


                                    (i)      if Music.co has not had an IPO, in
                                             accordance with the Private Share
                                             Valuation; or



                                    (ii)     if Music.co has had an IPO, in
                                             accordance with the Public Share
                                             Valuation.


                                    During the 60 day period commencing on the
                                    sixth anniversary of the Closing, MTVN may
                                    require the Tune Stockholder Group to sell
                                    all, but not less than all, of their Shares
                                    by delivering written notice to Tune (the
                                    "Call Notice") for a price to be determined:


                                    (i)      if Music.co has not had an IPO, in
                                             accordance with the Private Share
                                             Valuation; or



                                    (ii)     if Music.co has had an IPO, in
                                             accordance with the Public Share
                                             Valuation.


                                    The Public Share Valuation shall be average
                                    of the closing price as listed on the
                                    applicable exchange, NASDAQ stock market or
                                    over the counter market for the 40 trading
                                    days prior the Put Notice of the Call
                                    Notice, as the case may be.


                                    If pursuant to the Exclusivity provision,
                                    Tune acquires an investment in an entity
                                    other than Music.co, such investment will
                                    also be subject to the put or the call and
                                    shall be valued in the same manner in
                                    accordance with the Private Share Valuation
                                    or the Public Share Valuation, as
                                    appropriate, taking into account whether
                                    such investment is in a private or public
                                    company.

INTERACTIVE MUSIC CHANNEL:          Attached as Exhibit A to this Term Sheet, is
                                    a true and correct copy of the agreement
                                    between Liberty and AT&T Corp. ("AT&T")
                                    regarding the terms upon which Liberty is
                                    entitled to use certain bandwidth on the
                                    AT&T cable systems (the "AT&T Systems") for
                                    interactive television programming (the
                                    "Access Provisions"). Liberty currently
                                    intends to assign its rights under the
                                    Access Provisions to


<PAGE>   35
                                                                              26


                                    Tune in connection with certain
                                    recently-announced proposed transactions
                                    between Liberty and Tune. Assuming that such
                                    assignment is made, then to the extent that
                                    AT&T provides or otherwise enables the
                                    functionalities necessary to provide
                                    interactive television applications over the
                                    AT&T Systems, and Tune decides to provide an
                                    interactive music and music related
                                    transaction channel, Tune will offer to
                                    Music.co the opportunity to enter into a
                                    joint venture with Tune to provide such
                                    channel, the terms and conditions of such
                                    joint venture to be subject to the terms of
                                    the Access Provisions, as they may be
                                    amended. Formation of the joint venture
                                    would also be subject to Tune and Music.co"s
                                    formulation of a mutually acceptable
                                    business plan and to the execution and
                                    delivery of reasonably acceptable definitive
                                    documentation regarding the joint venture.
                                    In the event that Liberty does not assign
                                    its rights under the Access Provisions as
                                    they may be amended to Tune, Liberty will
                                    not be obligated by the terms of this
                                    paragraph. This paragraph is not intended to
                                    obviate any of the obligations of Liberty,
                                    Tune or their Controlled Affiliates under
                                    the "Non-Compete" section of this Term
                                    Sheet.



<PAGE>   36
                                                                              27


EMPLOYEES OF BOX AND SONICNET:      Prior to the Closing, MTVN, with the
                                    assistance of Tune, shall determine which of
                                    the employees of Box or SonicNet it believes
                                    should become or remain employees of
                                    Music.co or any of its subsidiaries. Other
                                    than with respect to employees described in
                                    the immediately preceding sentence, Box and
                                    SonicNet shall retain and Tune shall hold
                                    Music.co harmless against all liabilities
                                    with respect to their employees including
                                    any severance, option exercise and other
                                    costs and expenses. Music.co shall treat the
                                    former Box and SonicNet employees which will
                                    become employees of Music.co in a fair and
                                    equitable manner, consistent with other
                                    employees of Music.co (including those
                                    previously employed by MTVN). Music.co shall
                                    not assume any liability or obligation under
                                    any employee benefit plan, policy, or
                                    arrangement or any employment agreement of
                                    Box, SonicNet or any of their affiliates,
                                    except as may be expressly agreed to by
                                    MTVN. If Music.co agrees to hire or retain
                                    any Box or SonicNet employee as of the
                                    Closing, Music.co will assume the
                                    obligations arising after the Closing under
                                    any existing disclosed employment contract
                                    for such employee.