


                                 EXHIBIT 99.21.1

                                VOTING AGREEMENT


     This Voting Agreement (this "Agreement") is entered into as of August 12,
1997, by and among TCI Music,  Inc., a Delaware  corporation ("TCI Music"),  and
the Company Shareholders (as defined below).

                                    Recitals

     TCI Music, TCI Music Merger Sub, Inc. ("Merger Sub") and The Box Worldwide,
Inc.  (the  "Company")  are entering  into an Agreement  and Plan of Merger (the
"Merger Agreement"),  dated as of the date of this Agreement,  providing,  among
other  things,  for the  merger of Merger Sub with and into the  Company.  As an
inducement  to TCI  Music  to enter  into  the  Merger  Agreement,  the  Company
Shareholders have agreed to enter into this Agreement.

                                    Agreement

     For good and valuable  consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:


     1.  Certain Definitions.

          (a) Capitalized  terms that are used but not otherwise defined in this
     Agreement will have the meanings given to them in the Merger Agreement.

          (b) For the purposes of this Agreement,  the following terms will have
     the meanings set forth below:

        A Person will be deemed the "Beneficial  Owner", and to have "Beneficial
Ownership" of, and to "Beneficially Own," any securities as to which such Person
is or may be deemed to be the beneficial  owner pursuant to Rule 13d-3 and 13d-5
under  the  Exchange  Act,  as such  rules  are in  effect  on the  date of this
Agreement,  as well as any  securities  as to which such Person has the right to
become a Beneficial Owner (whether such right is exercisable immediately or only
after the  passage of time or the  occurrence  of  conditions)  pursuant  to any
agreement,  arrangement  or  understanding  or upon the  exercise of  conversion
rights,  exchange  rights,  warrants,  options  or other  acquisition  rights or
otherwise.

        "Bankruptcy and Equity  Exception" means an exception to  enforceability
of an  obligation  because of the  application  of (i)  bankruptcy,  insolvency,
fraudulent  transfer,  reorganization,  moratorium  and similar  laws of general
applicability relating to or affecting creditors' rights and (ii) general equity
principles.

        "Company  Shareholders"  means the  Persons  named on Schedule 1 to this
Agreement.

        "Shares"  means shares of Company  Stock and any other shares of capital
stock or other voting securities of the Company.

     2.  Representations  and Warranties of TCI Music.  TCI Music represents and
warrants to each of the Company Shareholders that:

     (a) TCI Music has all requisite corporate power and authority and has taken
all corporate action  necessary in order to execute and deliver,  and to perform
its obligations under, this Agreement; and

     (b) this Agreement has been duly executed and delivered by TCI Music
     and is a valid and binding agreement of TCI Music  enforceable  against TCI
     Music in accordance  with its terms,  subject to the  Bankruptcy and Equity
     Exception.

     3. Representations and Warranties of the Company Shareholders.  Each of the
Company Shareholders severally represents and warrants to TCI Music that:

     (a) such  Company  Shareholder  Beneficially  Owns the number of Shares set
forth on Schedule 3;

          (b)  each  record  holder  of any  Shares  Beneficially  Owned by such
     Company Shareholder is identified on Schedule 3;

          (c) such Company  Shareholder,  either alone or with one or more other
     Company  Shareholders,  has (i) the right to vote,  or to direct the voting
     of, the Shares  Beneficially Owned by such Company Shareholder and (ii) the
     right to dispose,  or to direct the disposition of, the Shares Beneficially
     Owned by such Company Shareholder;

          (d) such Company  Shareholder  has all  requisite  power and authority
     (corporate or otherwise) and has taken all action  (corporate or otherwise)
     necessary in order to execute and deliver,  and to perform its  obligations
     under, this Agreement;

          (e) this  Agreement  has been  duly  executed  and  delivered  by such
     Company  Shareholder  and is a valid and binding  agreement of such Company
     Shareholder enforceable against such Company Shareholder in accordance with
     its terms, subject to the Bankruptcy and Equity Exception;

          (f) no notices,  reports or other  filings are  required to be made by
     such Company Shareholder with, and no consents,  registrations,  approvals,
     permits or  authorizations  are  required to be  obtained  by such  Company
     Shareholder  from,  any  Governmental   Entity  or  any  other  Person,  in
     connection  with the execution,  delivery and performance of this Agreement
     by such  Company  Shareholder,  except  those  that the  failure to make or
     obtain  is not,  individually  or in the  aggregate,  reasonably  likely to
     prevent, delay or impair the ability of such Company Shareholder to perform
     such Company Shareholder's obligations under this Agreement; and

          (g) the execution,  delivery and performance of this Agreement by such
     Company   Shareholder  do  not,  and  the   consummation  by  such  Company
     Shareholder of the transactions contemplated hereby will not, constitute or
     result in (i) a breach or violation  of, or a default under (in the case of
     any  Company  Shareholder  that  is not a human  being),  the  articles  or
     certificate of incorporation  or the bylaws of such Company  Shareholder or
     any comparable governing instruments or (ii) a breach or violation of, or a
     default under, or the acceleration of any obligations of or the creation of
     a Lien on the assets of such Company  Shareholder  (with or without notice,
     lapse of time or both) pursuant to, any instrument or agreement  binding on
     such Company Shareholder or to which such Company Shareholder is subject or
     any Legal Requirement to which such Company Shareholder is subject, except,
     in the case of clause  (ii)  above,  for any  breach,  violation,  default,
     acceleration, creation or change that, individually or in the aggregate, is
     not  reasonably  likely to  prevent,  delay or impair  the  ability of such
     Company Shareholder to perform such Company Shareholder's obligations under
     this Agreement.

     4.  Agreement to Vote Shares.  Each of the Company  Shareholders  severally
covenants  and agrees  with TCI  Music:  (a) to vote or to cause to be voted all
Shares that are  Beneficially  Owned by such Company  Shareholder (to the extent
such Shares are entitled to be voted) in favor of (or to grant or to cause to be
granted  consents  with respect to such Shares for),  and to cause any holder of
record  of Shares to vote  such  Shares in favor of (or to grant  consents  with
respect to such Shares for),  the adoption and approval of the Merger  Agreement
and the  Merger at every  meeting of the  shareholders  of the  Company  (or any
solicitation  of consents in lieu thereof) at which such matters are  considered
and at every adjournment or postponement thereof; and (b) to vote or to cause to
be voted such  Shares  (to the extent  such  Shares  are  entitled  to be voted)
against (or to withhold or to cause to be withheld consents with respect to such
Shares  for),  and to cause any  holder of record of Shares to vote such  Shares
against (or to withhold or to cause to be withheld consents with respect to such
Shares for), any  Acquisition  Proposal (other than the proposal for the Merger)
or any other proposal that would compete or interfere with, or that would in any
way delay or otherwise  inhibit the timely  consummation  of, the Merger and the
other transactions contemplated by the Merger Agreement.

     5. No Voting Trusts or Transfers.  Each Company  Shareholder  will not, and
will not  permit  any  record  holder of  Shares  to,  (i)  deposit  any  Shares
Beneficially Owned by such Company  Shareholder in a voting trust or subject any
Shares to any  arrangement  with respect to the voting of such Shares other than
this Agreement or any other agreement  entered into in furtherance of the Merger
or (ii) sell, assign,  pledge,  grant a Lien on or otherwise transfer any of its
interest in any Shares to any Person unless such transferee agrees in writing to
be bound by this Agreement to the same extent as such Company Shareholder.

     6. Miscellaneous.

          (a) Governing  Law. THIS  AGREEMENT AND THE RIGHTS AND  OBLIGATIONS OF
     THE PARTIES  UNDER THIS  AGREEMENT  WILL BE GOVERNED  BY AND  CONSTRUED  IN
     ACCORDANCE  WITH AND SUBJECT TO THE LAWS OF THE STATE OF DELAWARE,  WITHOUT
     REFERENCE TO CONFLICTS OF LAWS PRINCIPLES.

          (b) Venue; WAIVER OF JURY TRIAL. The parties hereby irrevocably submit
     to the  jurisdiction of the courts of the State of Delaware and the federal
     court of the  United  States of America  located  in the State of  Delaware
     solely in respect of the  interpretation  and enforcement of the provisions
     of this Agreement and of the documents referred to in this Agreement and in
     respect of the  transactions  contemplated  hereby,  and hereby waive,  and
     agree not to assert, as a defense in any action, suit or proceeding for the
     interpretation  or enforcement  hereof or of any such document,  that it is
     not subject  thereto or that such  action,  suit or  proceeding  may not be
     brought or is not maintainable in such courts or that the venue thereof may
     not be  appropriate  or that this Agreement or any such document may not be
     enforced in or by such courts,  and the parties  irrevocably agree that all
     claims  with  respect  to such  action  or  proceeding  will be  heard  and
     determined in such a Delaware state or federal  court.  Each party consents
     to and grants any such court jurisdiction over the person of such party and
     over the subject  matter of such dispute and agrees that mailing of process
     or other papers in  connection  with any such action or  proceeding  in the
     manner provided in paragraph (c) of this Section or in such other manner as
     may be permitted by law will be valid and sufficient service thereof.

          EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE  COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE  EACH SUCH PARTY HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVES ANY
RIGHT  SUCH  PARTY  MAY HAVE TO A TRIAL  BY JURY IN  RESPECT  OF ANY  LITIGATION
DIRECTLY OR  INDIRECTLY  ARISING OUT OF OR  RELATING TO THIS  AGREEMENT,  OR THE
TRANSACTIONS   CONTEMPLATED  BY  THIS   AGREEMENT.   EACH  PARTY  CERTIFIES  AND
ACKNOWLEDGES  THAT (i) NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF  LITIGATION,  SEEK TO ENFORCE  THE  FOREGOING  WAIVER,  (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS  WAIVER  VOLUNTARILY,  AND (iv) EACH PARTY HAS BEEN  INDUCED TO ENTER
INTO  THIS   AGREEMENT   BY,  AMONG  OTHER  THINGS,   THE  MUTUAL   WAIVERS  AND
CERTIFICATIONS IN THIS PARAGRAPH (b).

          (c)  Notices.  All  notices,   requests,  claims,  demands  and  other
     communications  required or permitted to be given or made  pursuant to this
     Agreement  will be in  writing  and will be  deemed  given (i) on the first
     business day following  the date  received,  if delivered  personally or by
     telecopy (with telephonic  confirmation of receipt by the addressee),  (ii)
     on the  business day  following  timely  deposit with an overnight  courier
     service,  if sent by  overnight  courier  specifying  next day delivery and
     (iii)  on the  first  business  day that is at least  five  days  following
     deposit in the mails,  if sent by first class  mail,  to the parties at the
     following  addresses  (or at such  other  address  for a  party  as will be
     specified by like notice):

         if to the Company Shareholders:    As set forth on Schedule 1

         if to TCI Music:                   c/o Liberty Media Corporation
                                            8101 East Prentice Avenue, Suite 500
                                            Englewood, Colorado  80111
                                            Attn:  Mr. David B. Koff, President
                                            Fax No.:  (303) 721-5443

         with a copy to:                    Sherman & Howard L.L.C.
                                            633 Seventeenth Street, Suite 3000
                                            Denver, Colorado  80202
                                            Attn:  Charles Y. Tanabe, Esq.
                                            Fax No.:  (303) 298-0940

or to such other  Persons or  addresses as may be  designated  in writing by the
party to receive such notice as provided above.

          (d)  Severability.  The  provisions of this  Agreement  will be deemed
     severable and the invalidity or  unenforceability of any provision will not
     affect the validity or  enforceability  of the other provisions  hereof. If
     any provision of this  Agreement,  or its  application to any Person or any
     circumstance,  is invalid or  unenforceable,  (i) a suitable and  equitable
     provision will be substituted therefor in order to carry out, so far as may
     be valid and  enforceable,  the  intent  and  purpose  of such  invalid  or
     unenforceable  provision and (ii) the  remainder of this  Agreement and the
     application of such provision to other Persons or circumstances will not be
     affected by such invalidity or  unenforceability,  nor will such invalidity
     or   unenforceability   affect  the  validity  or  enforceability  of  such
     provision, or the application thereof, in any other jurisdiction.

          (e)  Counterparts.  This  Agreement  may be  executed in any number of
     counterparts,  each of which  will be deemed to be an  original  and all of
     which will together constitute the same agreement.

          (f)  Termination.  This  Agreement  will terminate (i) upon the mutual
     written  consent of all parties,  (ii) at the Effective  Time or (iii) upon
     termination of the Merger Agreement.

          (g)  Captions.  All captions in this Agreement are for  convenience of
     reference only and are not part of this  Agreement,  and no construction or
     reference will be derived therefrom.

          (h)  Specific  Performance.  Each party  acknowledges  that it will be
     impossible  to measure in money the damage to the other party if such party
     fails to comply with any of the obligations imposed by this Agreement, that
     each  such  obligation  is  material  and  that,  in the  event of any such
     failure,  the  other  party  will not  have an  adequate  remedy  at law or
     damages. Accordingly, each party agrees that injunctive relief or any other
     equitable  remedy,  in  addition  to  remedies  at law or  damages,  is the
     appropriate remedy for any such failure and will not oppose the granting of
     such relief on the basis that the other party has an adequate remedy at law
     or in the form of damages.  Each party  agrees  that it will not seek,  and
     agrees to waive any  requirement  for, the securing or posting of a bond in
     connection  with any other  party's  seeking or  obtaining  such  equitable
     relief.

          (i)  Successors  and Assigns.  This Agreement will be binding upon and
     inure to the  benefit of the parties and their  respective  successors  and
     permitted assigns and will not be assignable without the written consent of
     all other parties hereto.

          (j) Entire Agreement; Amendment; Waiver. This Agreement (including any
     schedules hereto)  supersedes all prior agreements,  written or oral, among
     the  parties  with  respect to the  subject  matter  hereof and contain the
     entire  agreement  among the parties  with  respect to the  subject  matter
     hereof. This Agreement may not be amended, supplemented or modified, and no
     provision  hereof may be modified  or waived,  except by an  instrument  in
     writing  signed by all the parties or, in the case of a waiver,  each party
     granting such waiver.  No waiver of any provision  hereof by any party will
     be deemed a waiver of any other  provision  hereof by any such  party,  nor
     will any such waiver be deemed a continuing  waiver of any provision hereof
     by such party.

          (k) Further  Assurances.  The parties  will  execute and deliver  such
     additional  instruments  and other  documents  and will  take such  further
     actions as may be necessary or  appropriate  to  effectuate,  carry out and
     comply  with  all of the  terms  of this  Agreement  and  the  transactions
     contemplated hereby.

          (l) Third Party Beneficiaries.  Nothing in this Agreement,  express or
     implied,  is intended to confer upon any third party any rights or remedies
     of any nature whatsoever under or by reason of this Agreement.


     In witness whereof,  the parties have executed and delivered this Agreement
as of the date first written above.

                                    TCI MUSIC, INC.


                                    By:/s/David Koff
                                    -------------------------------------------
                                    Name:  David Koff
                                    Title: President

                                    THE COMPANY SHAREHOLDERS:

                                    STARNET/CEA II PARTNERS

                                    By: StarNet Interactive Entertainment, Inc.,
                                          a General Partner


                                    By:/s/H.F. Lenfest
                                    -------------------------------------------
                                    Name:  H.F.Lenfest
                                    Title: CEO

                                    By: CEA Investors Partnership II,  Ltd.,
                                          a  General Partner

                                    By: CEA Investors, Inc., its General Partner


                                    By:/s/J. Patrick Michaels
                                    -------------------------------------------
                                    Name:  J. Patrick Michaels
                                    Title: Chairman


                                    /s/H.F. Lenfest
                                    --------------------------------------------
                                    H.F. Lenfest


                                    /s/J. Patrick Michaels, Jr.
                                    --------------------------------------------
                                    J. Patrick Michaels, Jr.

<PAGE>


                                   SCHEDULE 1

                              Company Shareholders


H.F. Lenfest
c/o The Lenfest Group
200 Cresson Boulevard
Oaks, Pennsylvania  19546

copies to:

Saul Ewing Remick & Saul
3800 Centre Square West
Philadelphia, Pennsylvania  19102
Attn:  Thomas K. Pasch

J. Patrick Michaels, Jr.
c/o Communications Equity Associates, Inc.
101 East Kennedy Boulevard, Suite 3800
Tampa, Florida  33602
Attn:  David A. Burns

copies to:

Edwards & Angell
250 Royal Palm Way
Palm Beach, Florida  33480
Attn:  John Igoe

StarNet/CEA II Partners
c/o Communications Equity Associates, Inc.
101 East Kennedy Boulevard, Suite 300
Tampa, Florida  33602
Attn:  David A. Burns

copies to:

Edwards & Angell
250 Royal Palm Way
Palm Beach, Florida  33480
Attn:  John Igoe


<PAGE>


                                   SCHEDULE 3

                               Ownership of Shares


          Company               Shares
        Shareholder            Beneficially Owned         Record Holder

H.F. Lenfest                   14,210,419(1)              (2)
J. Patrick Michaels, Jr.       14,210,419(1)              (2)
StarNet/CEA II Partners        14,210,419(1)              (2)



------------------------
(1)  Beneficial  ownership is as described in Item 11 of the Company's  Form
     10-KSB for the year ended December 31, 1996.

(2)  Record Holders:    StarNet/CEA II Partners            9,013,845
                        L. and L.R. Wolfson                1,647,647
                        Blanks and Robert Puck             1,581,163
                        Kim Enterprises, L.P.                 12,625
                        Michaels Family Trust                 71,584
                        Starnet, Inc.                      1,883,555
                                                           ---------

                            Total                         14,210,419


