EXHIBIT 10.17 VIACOM William A. Roskin Senior Vice President Human Resources and Administration Tel 212-258-6230 Fax 212-846-1716 December 1, 1998 Alva J. Phillips, Jr. 4721 Star Ridge Lane Frisco, TX 75034 Dear Joe: This is to confirm our...

                                                                   EXHIBIT 10.17
                                                                          VIACOM

Xxxxxxx X. Xxxxxx
Senior Vice President
Human Resources and Administration
Tel 000-000-0000
Fax 000-000-0000

                                       December 1, 1998



Xxxx X. Xxxxxxxx, Xx.
0000 Xxxx Xxxxx Xxxx
Xxxxxx, XX   00000


Dear Xxx:

     This is to confirm our understanding that your employment agreement dated
as of January 1, 1998 shall be amended to change the last day of the employment
term from June 30, 2001 to June 30, 2002.  Except as amended hereby, your
employment agreement shall remain in full force and effect.

     Please sign and return the attached copy of this letter to indicate your
agreement with the foregoing.

                                       Very truly yours,


                                       /s/ Xxxxxxx X. Xxxxxx



ACCEPTED AND AGREED:


/s/ Xxxx X. Xxxxxxxx, Xx.
___________________________
   Xxxx X. Xxxxxxxx, Xx.