EXHIBIT 10


                      AMENDED AND RESTATED VOTING AGREEMENT


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

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

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

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

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

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

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

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

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

                                   ARTICLE 1.

                                AGREEMENT TO VOTE

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

<PAGE>


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

                                   ARTICLE 2.

               REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

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

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

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

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

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

<PAGE>


                                   ARTICLE 3.

                                  MISCELLANEOUS

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

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

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

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

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

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

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

         If to BUYER or SUB

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

         with a copy to:

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

         if to any one or more of the Stockholders:

<PAGE>


                  To the address set forth next to such stockholders name.

         if to COMPANY:

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

         with a copy to:

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

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

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

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

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

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

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

<PAGE>


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

                                VIDEO UPDATE, INC.



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


                                VUI MERGER CORP.



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


                                MOOVIES, INC.



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

<PAGE>


STOCKHOLDERS:


___________________________     ________________________________________________
Daniel A. Potter                John L. Taylor

___________________________
Daniel C. Howard

___________________________     ________________________________________________
Richard Bedard                  Arthur F. Greeder, III, individually

___________________________     ________________________________________________
Bruce Carlson                   Arthur F. Greeder, III, as joint tenant with the
                                right of survivorship with Ann E. Greeder


___________________________     ________________________________________________
Michael Schifsky                Ann E. Greeder, as joint tenant with the right
                                of survivorship with Arthur F. Greeder,      III


___________________________     ________________________________________________
Robert E. Yager                 F. Andrew Mitchell


___________________________     ________________________________________________
Jana Vaughn                     Michael A. Yeargin


___________________________     ________________________________________________
Paul Kelnberger                 Theodore J. Coburn


___________________________     ________________________________________________
Bernard Patriacca               Douglas M. Raines


___________________________     ________________________________________________
John M. Bedard                  Charles D. Way

<PAGE>


                                   Schedule 1

         Stockholder/Address                    Number of Shares

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>


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

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

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

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

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

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

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

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