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                                                                EXHIBIT 10(ii)


                    AMENDMENT NO. 2 TO EXCHANGE AGREEMENT


         AMENDMENT, dated as of November 7, 1995, by and among Spelling
Entertainment Group Inc., a Delaware corporation and successor-in-interest to
Spelling Entertainment Group Inc., a Florida corporation (the "Company"),
Blockbuster Entertainment Group on behalf of Viacom Inc., as
successor-in-interest to Blockbuster Entertainment Corporation, a Delaware
corporation ("BEG") and Blockbuster Interactive Entertainment, Inc., a Delaware
corporation ("BIE"), to that certain Exchange Agreement entered into by and
among the Company, BEG and BIE as of June 30, 1994, and Amendment No. 1 to
Exchange Agreement, dated as of July 8, 1995 (the "Agreement").

         WHEREAS, the Company, BEG and BIE have agreed to amend certain
provisions of the Agreement pertaining to BEG's Put Right and the Company's
Call Right;

         NOW, THEREFORE, in consideration of the premises and pursuant to
Section 12.3 of the Agreement, the Company, BEG and BIE hereby agree as
follows:

              1.   Section 10.5(c) of the Agreement is hereby amended to
          read in its entirety as follows:

                   (c)   The options provided for in this Section 10.5 are
              collectively referred to herein as the "Put Right." The Put
              Right may be exercised by BEG at any time within the 120 day
              period commencing on November 7, 1995 and concluding on
              March 5, 1996.

              2.   Section 10.6(b) of the Agreement is hereby amended to read
          in its entirety as follows:

                   (b)   The options provided for in this Section 10.6 are
              referred to herein as the "Call Right."  The Call Right may be
              exercised by the Company at any time within the 120 day period
              commencing on November 7, 1995 and concluding on March 5, 1996.

              3.   This Amendment shall be deemed effective as of November 7,
          1995.

              4.   Except as expressly provided in this Amendment, the 
          Agreement shall not be deemed amended, modified or altered in any
          manner whatsoever.

              5.   Capitalized terms not otherwise defined herein shall have
          the meaning given to them in the Agreement.
















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         IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 2
to Exchange Agreement to be duly executed on this 7th day of November, 1995.


                                    SPELLING ENTERTAINMENT GROUP INC.

                                    By:  /s/ Thomas P. Carson
                                    ---------------------------------------
                                    Title: Executive Vice President
                                    ---------------------------------------


                                    BLOCKBUSTER INTERACTIVE
                                    ENTERTAINMENT, INC.

                                    By:  /s/ Thomas W. Hawkins
                                    ---------------------------------------
                                    Title: Sr. Vice President
                                    ---------------------------------------



                                    BLOCKBUSTER ENTERTAINMENT GROUP,
                                      on behalf of Viacom Inc.

                                     By:  /s/ Thomas W. Hawkins
                                     ---------------------------------------
                                     Title: Ex. Vice President
                                     ---------------------------------------