Promotional Services and Customer Database Services and License Agreement - MTV Networks and Blockbuster Inc.


                                      Form 
                                       of

                            PROMOTIONAL SERVICES AND
                     CUSTOMER DATABASE SERVICES AND LICENSE
                                    AGREEMENT


                                     between


                           MTV NETWORKS, a division of
                            VIACOM INTERNATIONAL INC.


                                       and


                                BLOCKBUSTER INC.


                                   dated as of


                                  _______, 1999






                                TABLE OF CONTENTS

SECTION                                                                     PAGE


SECTION 1.  DEFINITIONS........................................................1


SECTION 2.  TERM...............................................................1


SECTION 3.  PROMOTIONAL SERVICES...............................................1


SECTION 4.  LICENSE............................................................2


SECTION 5.  CONSIDERATION......................................................3


SECTION 6.  MTV OPTION.........................................................3


SECTION 7.  TERMINATION........................................................3


SECTION 8.  NONEXCLUSIVITY.....................................................4


SECTION 9.  NO WARRANTY........................................................4


SECTION 10. OWNERSHIP OF CUSTOMER DATABASE.....................................4


SECTION 11. CONFIDENTIALITY....................................................5


SECTION 12. INJUNCTIVE RELIEF..................................................5


SECTION 13. INDEMNIFICATION....................................................5


SECTION 14. MISCELLANEOUS......................................................6




         Agreement dated as of _______, 1999 between MTV Networks, a division of
Viacom International Inc., a Delaware corporation ('MTV'), and Blockbuster Inc.,
a Delaware corporation ('BLOCKBUSTER').

                              W I T N E S S E T H:

         WHEREAS, Blockbuster desires to grant to MTV a nonexclusive license to
use certain Blockbuster proprietary information, specifically (i) customer names
and addresses within the United States and (ii) demographic data within the
United States unrelated to customer names and addresses (collectively the
'Customer Database'); and

         WHEREAS, Blockbuster desires to provide certain promotional services to
MTV;

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

         SECTION 1. DEFINITIONS. Capitalized terms used and not otherwise
defined herein have the meanings set forth in the Initial Public Offering and
Split-Off Agreement dated the date hereof among Viacom Inc. ('VIACOM'), Viacom
International Inc. and Blockbuster Inc.

         SECTION 2. TERM. The term of this Agreement shall commence on the date
hereof and end on June 30, 2000, unless earlier terminated pursuant to Section 7
or extended pursuant to Section 6.

         SECTION 3. PROMOTIONAL SERVICES. During the Term, Blockbuster shall
provide MTV with the following promotional services (the 'PROMOTIONAL
SERVICES'):

         (a) run a thirty-second advertisement furnished by MTV on its
         BLOCKBUSTER ENTERTAINMENT NETWORK(R) in all Blockbuster corporate-owned
         stores in the United States (the 'BLOCKBUSTER STORES'). Blockbuster
         shall run such MTV advertisement every fifteen minutes during the
         operating hours of the Blockbuster Stores in each cycle included in the
         Term.

         (b) feature one advertisement banner furnished by MTV and provide a
         direct link with an icon to an MTV web site designated by MTV from the
         home page of Blockbuster's primary web site, www.blockbuster.com, on
         the internet;

         (c) run one one-half panel advertisement furnished by MTV in a
         Blockbuster direct mail campaign that is distributed to not less than 6
         million households during a month mutually agreed upon by Blockbuster
         and MTV; and

         (d) run one full page advertisement furnished by MTV in the BLOCKBUSTER
         Rewards(TM) newsletter that is distributed to the members of
         BLOCKBUSTER Rewards(TM) during a month mutually agreed upon by MTV and
         Blockbuster.



         SECTION 4.  LICENSE.

         (a) Blockbuster grants to MTV a nonexclusive license during the Term in
         the United States (the 'LICENSE') to use internally the Customer
         Database as updated by Blockbuster or its duly authorized agent from
         time to time, including without limitation, any modifications,
         additions or deletions made thereto by Blockbuster or MTV, subject to
         any limitations of use contained in any agreement between Blockbuster
         and a third party, of which reasonable notice is provided to MTV.

         (b) MTV may use the Customer Database only for the purposes of
         conducting Blockbuster's current and future business and sublicensing
         the Customer Database for internal use only to any Affiliate of Viacom;
         PROVIDED that any such use by MTV or an Affiliate of Viacom shall
         comply with any applicable license, law or regulation of any
         governmental authority, including without limitation, the Video Privacy
         Protection Act of 1988, as amended, or any state laws governing video
         privacy.

         (c) Blockbuster or its duly authorized agent shall make the Customer
         Database available to MTV or an Affiliate of Viacom, as the case may
         be, at such times, in such format and updated to such times as MTV or
         an Affiliate of Viacom, as the case may be, may request, except as may
         be limited by law or by instruction of any customer and as may be
         reasonably delayed due to technological difficulties or other time
         constraints that occur in the ordinary course of business; PROVIDED
         that Blockbuster or its duly authorized agent shall make available to
         MTV or an Affiliate of Viacom, as the case may be, any portion of such
         information that is permitted to be made available. MTV acknowledges
         that Blockbuster or its authorized agent shall make available the
         information contained in the Customer Database, and not any physical
         form of the Customer Database containing such information. MTV shall
         pay to Blockbuster, upon 30 days written notice, any reasonable and
         incremental out-of-pocket costs incurred by Blockbuster in making the
         Customer Database available to MTV or an Affiliate of Viacom, as the
         case may be. MTV or an Affiliate of Viacom, as the case may be, in its
         sole discretion, may make any modifications, additions or deletions to
         the Customer Database, subject to (i) any law or (ii) any license
         rights of any third party, of which reasonable notice is provided to
         MTV or an Affiliate of Viacom, as the case may be. MTV or an Affiliate
         of Viacom, as the case may be, shall provide reasonable notification to
         Blockbuster of any such modifications, additions or deletions that are
         material, and upon reasonable notice by Blockbuster, MTV or an
         Affiliate of Viacom, as the case may be, shall make such revised
         Customer Database available to Blockbuster for its use in conducting
         its business at no cost to Blockbuster. Subject to Section 10, MTV
         acknowledges and agrees that it does not own or have any interest in or
         title to the Customer Database, including as modified, added to or
         deleted.

         SECTION 5. CONSIDERATION. In consideration of the Promotional Services
to be provided and the License granted hereunder, MTV shall pay to Blockbuster
$4.5 million in cash on, or if such date is not a Business Day, on a Business
Day immediately following, each of


                                       2


September 10, 1999, December 10, 1999, March 10, 2000 and June 10, 2000 for an
aggregate consideration of $18 million.

         SECTION 6.  MTV OPTION.

         (a) Blockbuster grants to MTV an option (the 'MTV OPTION'), exercisable
         during the Term upon written notice of five Business Days, to extend
         the License in perpetuity (the 'PERPETUAL LICENSE') under the terms and
         conditions of this Agreement. In consideration of the Perpetual
         License, MTV shall (i) pay to Blockbuster $5 million in cash at the
         time of exercise and no later than July 10, 2000 and (ii) provide to
         Blockbuster for internal use its Leisure Time Studies as long as they
         are commissioned by and produced for MTV or an Affiliate of Viacom.

         (b) At any time during the Term, or after the exercise of the MTV
         Option, Blockbuster may terminate the License and the MTV Option or the
         Perpetual License, as the case may be, and any related sublicense, upon
         written notice of five Business Days. In consideration of such
         termination, Blockbuster shall pay to MTV $25 million in cash (the 'MTV
         OPTION CONSIDERATION') no later than 5 Business Days after receipt of
         such written notice of termination. Upon such termination,
         Blockbuster's access to MTV's Leisure Time Studies shall also
         terminate.

         SECTION 7.  TERMINATION.

         (a) Either party may terminate this Agreement, upon written notice of
         10 Business Days to the other party, if such other party:

                  (i) defaults in the payment when due of any amount payable by
                  it under this Agreement and such default continues for a
                  period of thirty days following written notice and such
                  default is continuing at the time such notice of termination
                  is given, PROVIDED that in the event Blockbuster fails to pay
                  to MTV the MTV Option Consideration, the MTV Option or the
                  Perpetual License, as the case may be, shall not terminate and
                  continue in full force and effect pursuant to the terms
                  hereof;

                  (ii) defaults in the performance or observance of its other
                  material obligations under this Agreement and such default
                  continues for a period of thirty days following written notice
                  to such defaulting party and such default is continuing at the
                  time such notice of termination is given;

                  (iii) takes any action in violation of any video privacy laws;

                  (iv) makes an assignment for the benefit of its creditors or
                  files or consents to the filing of a petition in bankruptcy;

                  (v) has filed against an involuntary petition in bankruptcy
                  and such petition is not dismissed within sixty days of such
                  filing; or


                                       3


                  (vi) is appointed a receiver or similar official for such
                  other party or its business, or if such other party seeks to
                  take advantage of any legislation relating to insolvency,
                  arrangement or relief of debtors.

                  The provisions of this section are in addition to any other
                  rights and remedies available to any party in the event of the
                  breach by the other party of any of its obligations under this
                  Agreement.

         (b)      Upon termination of this Agreement:

                  (i) the License and the MTV Option or the Perpetual License,
                  as the case may be, and any related sublicense, shall
                  terminate;

                  (ii) MTV shall cease to use the Customer Database and shall
                  promptly return to Blockbuster, or destroy, all copies of the
                  Customer Database, any original files and copies of the
                  Customer Database as it has been modified, added to or
                  deleted, and any extracts made from the Customer Database;

                  (iii) MTV shall execute and deliver to Blockbuster any
                  document requested by Blockbuster to confirm Blockbuster's
                  ownership of the Customer Database;

                  (iv) Blockbuster shall promptly return to MTV, or destroy, all
                  copies of the Leisure Time Studies; and

                  (v) this Agreement shall cease except any obligation which
                  expressly survives the termination of this Agreement shall
                  continue in full force and effect subsequent to and
                  notwithstanding such termination.

         SECTION 8. NONEXCLUSIVITY. Nothing in this Agreement is intended to
prevent Blockbuster from entering into any license agreement with any other
third party with respect to all or any part of the Customer Database.

         SECTION 9. NO WARRANTY. Blockbuster makes no warranty, and MTV makes no
warranty, either express or implied, with respect to the Customer Database, or
the Leisure Time Studies, respectively, including any warranty of
merchantability or fitness for a particular purpose.

         SECTION 10. OWNERSHIP OF CUSTOMER DATABASE. All information contained
in the Customer Database, including any copies, translations or compilations of
all or any part thereof, and any revisions, modifications or additions thereto
made by Blockbuster or MTV, or an Affiliate of Viacom, as the case may be, are
and shall remain the sole exclusive property of Blockbuster, except for any
additions thereto which are made solely by MTV, or an Affiliate of Viacom, as
the case may be, which MTV or an Affiliate of Viacom, as the case may be, shall
own and shall make available to Blockbuster for its use in conducting its
business. This Section 10 shall survive the termination of this Agreement.


                                       4


         SECTION 11. CONFIDENTIALITY. (a) MTV acknowledges that the Customer
Database constitutes valuable, confidential and proprietary information and
trade secrets of Blockbuster. Accordingly, MTV shall not, directly or
indirectly, disclose or divulge to any third party, or permit any third party to
use or have access to, any information contained in the Customer Database
without the prior written consent of Blockbuster.

         (b) Blockbuster acknowledges that the Leisure Time Studies constitute
         valuable, confidential and proprietary information of MTV. Accordingly,
         Blockbuster shall not, directly or indirectly, disclose or divulge to
         any third party, or permit any third party to use or have access to,
         any information contained in the Leisure Time Studies without prior
         written consent of MTV.

         (c) This Section 11 shall survive the termination of this Agreement.

         SECTION 12. INJUNCTIVE RELIEF. Each party acknowledges that money
damages would not adequately compensate the other party in the event of a breach
by such party of its obligations hereunder and that injunctive relief would be
essential for the other party to adequately protect itself hereunder.
Accordingly, each party agrees that, in addition to any other remedies available
to the other party at law or in equity, the other party shall be entitled to
injunctive relief in the event such party is in breach of any covenant or
agreement contained herein. This Section 12 shall survive the termination of
this Agreement.

         SECTION 13.  INDEMNIFICATION.

         (a) Blockbuster and its successors and assigns agree to indemnify and
         hold harmless MTV, its affiliates, subsidiaries, successors and
         assigns, and their respective directors, officers, agents and
         employees, from and against any and all claims, suits, damages, losses,
         liabilities, obligations, fines, penalties, costs and expenses,
         including without limitation, legal fees and expenses, incurred by an
         indemnified party in any action or proceeding between an indemnifying
         party and an indemnified party or between any third party and an
         indemnified party (collectively 'LOSS'), arising out of or based on any
         failure by Blockbuster to perform any of the terms, covenants or
         conditions of this Agreement. MTV may participate in the defense of the
         claims by counsel of its own choosing, at its cost and expense. An
         indemnified party will give prompt notice to an indemnifying party of
         any occurrence for which it will seek indemnification.

         (b) MTV and its successors and assigns agree to indemnify and hold
         harmless Blockbuster, its affiliates, subsidiaries, successors and
         assigns, and their respective directors, officers, agents and
         employees, from and against any and all Loss, arising out of or based
         on any failure by MTV to perform any of the terms, covenants or
         conditions of this Agreement. Blockbuster may participate in the
         defense of the claims made by counsel of its own choosing, at its cost
         and expense. An indemnified party will give prompt notice to an
         indemnifying party of any occurrence for which it will seek
         indemnification.


                                       5


         SECTION 14.  MISCELLANEOUS.

         (a) WAIVER. The observance of any term of this Agreement may be waived
         (either generally or in a particular instance and either retroactively
         or prospectively) by the party entitle to enforce such term, but such
         waiver shall be effective only if it is in writing signed by a duly
         authorized officer of the party against which such waiver is to be
         asserted. Unless otherwise expressly provided in this Agreement, no
         delay or omission on the part of any party in exercising any right or
         privilege under this Agreement shall operate as a waiver thereof, nor
         shall any waiver on the part of any party of any right or privilege
         under this Agreement operate as a waiver of any other right or
         privilege under this Agreement, nor shall any single or partial
         exercise of any right or privilege preclude any other or future
         exercise thereof or the exercise of any other right or privilege under
         this Agreement. No failure by either party to take any action or assert
         any right or privilege hereunder shall be deemed to be a waiver of such
         right or privilege in the event of the continuation or repetition of
         the circumstances giving rise to such right unless expressly waived in
         writing by the party against whom the existence of such waiver is
         asserted.

         (b) REFERENCES; CONSTRUCTION. The headings and subheadings contained in
         this Agreement are solely for the purpose of reference, are not part of
         the agreement of the parties hereto, and shall not in any way affect
         the meaning or interpretation of this Agreement. All references to days
         or months shall be deemed references to calendar days or months. Unless
         the context otherwise requires, any reference to a 'Section' shall be
         deemed to refer to a section of this Agreement. The words 'hereof,'
         'herein' and 'hereunder' and words of similar import referring to this
         Agreement refer to this Agreement as a whole and not to any particular
         provision of this Agreement. This Agreement shall be construed without
         regard to any presumption or rule requiring construction or
         interpretation against the party drafting or causing the document to be
         drafted.

         (c) AMENDMENTS. This Agreement shall not be supplemented, amended or
         modified in any manner whatsoever (including without limitation by
         course of dealing or of performance or usage of trade) except in
         writing signed by the parties.

         (d) SUCCESSORS AND ASSIGNMENT. This Agreement shall be binding upon and
         inure to the benefit of the parties and their respective successors and
         permitted assigns. This Agreement may not be assigned by any party by
         operation of law or otherwise without the express written consent of
         the other party; PROVIDED that MTV may assign its rights and
         obligations under this Agreement to any Affiliate of Viacom; PROVIDED
         FURTHER that Blockbuster may assign its rights and obligations under
         this Agreement to any party who is fully qualified and capable of
         maintaining, updating and providing the Customer Database to MTV at a
         level of standard equal to or greater than that with which


                                       6


         Blockbuster maintained, updated and provided the Customer Database to
         MTV immediately prior to such assignment.

         (e) SEVERABILITY. Wherever possible, each provision of this Agreement
         shall be interpreted in such a manner as to be effective and valid
         under applicable law. If any portion of this Agreement is declared
         invalid for any reason in any jurisdiction, such declaration shall have
         no effect upon the remaining portions of this Agreement, which shall
         continue in full force and effect as if this Agreement had been
         executed with the invalid portions thereof deleted; PROVIDED that the
         entirety of this Agreement shall continue in full force and effect in
         all other jurisdictions.

         (f) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
         of the parties hereto with respect to the subject matter hereof and
         thereof and supersede all prior agreements and undertakings, both
         written and oral, between the parties with respect to the subject
         matter hereof and thereof.

         (g) NOTICES. All notices, consents, requests, approvals and other
         communications provided for or required herein, and all legal process
         in regard thereto, must be in writing and shall be deemed validly
         given, made or served, (i) when delivered personally or sent by
         telecopy to the facsimile number indicated below with a required
         confirmation copy sent in accordance with subsection (iii) below; or
         (ii) on the next Business Day after delivery to a nationally-recognized
         express delivery service with instructions and payment for overnight
         delivery; or (iii) on the fifth day after deposited in any depository
         regularly maintained by the United States postal service, postage
         prepaid, certified or registered mail, return receipt requested,
         addressed to the following addresses or to such other address as the
         party to be notified shall have specified to the other party in
         accordance with this section:

         If to MTV:

                  1515  Broadway
                  New York New York 10036
                  Attention: Michael D. Fricklas, General Counsel of Viacom Inc.
                  Phone Number: 212-258-6070
                  Fax Number: 212-258-6099

         If to Blockbuster:

                  Blockbuster Inc.
                  1201 Elm Street
                  Dallas, Texas 75270
                  Attention: Ed Stead, General Counsel
                  Phone Number: 214-854-3499
                  Fax Number: 214-854-3677


                                       7


         (h) GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the State of New York. This Section 14(h)
         shall survive the termination of this Agreement.

         (i) COUNTERPARTS. This Agreement may be executed in counterparts, each
         of which shall be deemed an original, and all of which shall constitute
         one and the same instrument.

















                                       8



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date and year first written above.


                                       MTV NETWORKS, a division of
                                       VIACOM INTERNATIONAL INC.



                                       By: _______________________________
                                           Name:
                                           Title:


                                       BLOCKBUSTER INC.



                                       By: _______________________________
                                           Name:
                                           Title:



                                       9