






                                 EXHIBIT 99.20.1


                                 TCI MUSIC, INC.
                      8101 EAST PRENTICE AVENUE, SUITE 500
                               ENGLEWOOD, CO 80111





July 21, 1997




Board of Directors
The Box Worldwide, Inc.
c/o Communications Equity Associates
101 East Kennedy Blvd., Suite 3300
Tampa, Florida  33602

Dear Sirs:

Reference is made to the Term Sheet attached hereto  pursuant to which,  subject
to the prior receipt of any required  approvals of the Board of Directors of TCI
Music, Inc.  ("TCIM") and The Box Worldwide,  Inc. ("The Box") prior to July 22,
1997, we intend to merge The Box into a newly formed wholly owned  subsidiary of
TCIM, with The Box as the surviving corporation,  all as more fully described in
the Term Sheet.

The  Term  Sheet  contemplates  that the  agreements  contained  herein  will be
superseded by a definitive  merger agreement and instruments  which will contain
provisions  incorporating  and expanding  upon the agreements set forth therein,
together with other  provisions  customary in the case of  transactions  of this
type, and such other provisions as are reasonable and appropriate in the context
of the transactions  contemplated  hereby.  Notwithstanding  the foregoing,  the
parties  expressly  acknowledge  that the obligations of the parties pursuant to
the Term  Sheet and this  agreement,  subject  to the prior  receipt of any such
required  approvals  of the  Board  of  Directors  of The  Box  and  TCIM,  will
constitute  a  binding  agreement  between  them,   subject  to  the  terms  and
preconditions  set forth  herein and in the Term  Sheet,  until such  definitive
agreements are executed and  delivered.  If such  definitive  agreements are not
executed  and  delivered,  then,  subject to the  receipt  of any such  required
approvals of the Board of Directors of The Box and TCIM, the Term Sheet and this
agreement shall constitute such definitive agreements.

If the foregoing is acceptable to you, please execute the copy of this agreement
in the space  below,  at which time this  instrument  will  constitute a binding
agreement between us.

Very truly yours,

TCI MUSIC, INC.


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


ACCEPTED AND AGREED
this 21st day of July, 1997

THE BOX WORLDWIDE, INC.


By:/s/ Alan McGlade
- -----------------------------------
Name:  Alan McGlade
Title: President and CEO



<PAGE>


                                   TERM SHEET


Parties

SELLERS:  The Shareholders of The Box Worldwide, Inc. (the "Company")
BUYER:  TCI Music, Inc.

Transaction

The merger of the Company into a newly created,  wholly owned  subsidiary of the
Buyer with the Company as the surviving entity.

Securities Being Exchanged

25,668,448 shares of The Box Worldwide,  Inc. Common Stock,  $.001 par value per
share, such shares  representing all the Company stock  outstanding  immediately
before  the  merger   (after  giving  effect  to  conversion  of  the  Company's
outstanding  convertible  preferred  stock),  less  shares  held  by  dissenting
minority shareholders ("Dissenting Shareholders") upon exercise of any appraisal
rights such shareholders may be entitled to under applicable state law.

Purchase Price

$1.50 per share ("Original Purchase Price")

Amount

$38,502,672

Instrument

A convertible preferred stock ("New Preferred Stock") of Buyer

Number of Shares

The number of shares of New  Preferred  Stock to be issued will be determined by
dividing  $38,502,672  (less the  product of $1.50 times the number of shares of
the Company's  common stock held by the Dissenting  Shareholders) by three times
the average  closing  bid/ask price of TCI Music Series A Common Stock  ("Common
Stock") for a period of 20 consecutive  trading days ending on the third trading
day prior to the  closing of the  Transaction.  Cash will be paid in lieu of any
fractional shares of New Preferred Stock. Each share of New Preferred Stock will
be  convertible  into three shares of Common Stock,  as set forth in the section
below captioned "Optional Conversion."

Dividend

The holders of the New Preferred  Stock will receive no dividends other than any
dividends on Common Stock  (excluding stock dividends for which an anti-dilution
adjustment  is made),  which  shall also be payable to holders of New  Preferred
Stock on a fully converted basis.

Liquidation Preference

In the event of  liquidation,  dissolution,  or  winding-up  of the  Buyer,  the
holders of the New Preferred  Stock will be entitled to receive in preference to
the holders of Common Stock an amount equal to the Original  Purchase Price plus
the  greater of (a) 3% or (b) CPI,  with a 5%  maximum  in any year,  compounded
annually.  Holders  will  have the  right to  convert  up until  the date of any
liquidation, dissolution or winding up.

A sale of all or substantially  all of the Buyer's assets or any  consolidation,
merger  or other  transaction  or series of  related  transactions  in which the
stockholders of the Buyer  immediately prior to such transaction or transactions
do not retain at least 50% of the voting  power of the Buyer  shall be deemed to
be a liquidation or winding-up for purposes of the liquidation preference.

Optional Conversion

The holders of the New  Preferred  Stock shall have the right,  at any time from
the date of issuance at the option of such holder,  to convert each share of New
Preferred  Stock into three shares of Common Stock and  thereafter as subject to
adjustment as provided below with respect to anti-dilution protection. The Buyer
will use its best  efforts to cause the  shares of Common  Stock  issuable  upon
conversion of the new  Preferred  Stock to be qualified for quotation on NASDAQ,
it  being   acknowledged   that   until   the   rights   ("Rights")   issued  by
TeleCommunications,  Inc. ("TCI") in connection with the Buyer's  acquisition of
DMX Inc. shall have expired or been fully exercised,  the shares of Common Stock
issuable upon conversion of New Preferred Stock may be required, for the purpose
of such qualification,  to be treated as a class of securities separate from the
shares of Common  Stock issued by the Buyer in its  acquisition  of DMX Inc. The
shares of Common Stock issuable upon  conversion of the New Preferred Stock will
not be entitled to any Rights,  but otherwise  will be identical to, and will be
of the same class and  series as, the shares of Common  Stock held by holders of
the Rights, both before and after the expiration or full exercise of the Rights.

Anti-dilution Protection

If the Buyer  issues or is deemed to issue  shares of Common  Stock  (other than
shares  issued or issuable to  employees,  officers or directors  under plans or
arrangements  approved  by the Board of  Directors  of the  Buyer) at a purchase
price per share less than the current  market  price of shares of New  Preferred
Stock, the then current  conversion price of shares of New Preferred Stock shall
be  adjusted  based  upon  a  weighted  average  anti-dilution  adjustment.  The
conversion  price of the New Preferred  Stock shall also be subject to customary
adjustments  for  stock  splits,  dividends,  recapitalizations,   subdivisions,
combinations, reclassifications, etc.

Redemption

The Buyer may redeem,  with proper  notice,  the New Preferred  Stock (i) at any
time after the closing  sale price of the Common  Stock (or, if the Common Stock
is not traded on a  securities  exchange or the NASDAQ  NMS,  the average of the
closing bid and asked  prices)  equals or  exceeds,  for a period of at least 30
consecutive  trading  days,  125% of the price used to  establish  the number of
shares of New Preferred  Stock issuable to the Sellers or (ii) during the 30-day
period immediately  following the fourth,  sixth and eighth anniversary dates of
the  issuance  and shall be  required to redeem the New  Preferred  Stock on the
tenth  anniversary of the issuance,  in each case at the Original Purchase Price
plus  the  greater  of (a) 3% or (b)  the CPI  with a 5%  maximum  in any  year,
compounded annually.

Voting Rights

Holders of the New  Preferred  Stock shall be entitled to attend all meetings of
the  shareholders  of the Buyer and shall be entitled to the number of votes for
each share  held  equal to the  number of shares of Common  Stock into which the
shares of New Preferred Stock are then convertible. Holders of the New Preferred
Stock shall vote together as one class with holders of the Common Stock.

Registration Rights

The New Preferred Stock and the Common Stock  underlying the New Preferred Stock
shall  be  registered  pursuant  to the  combined  registration  statement/proxy
statement required to effect the Transaction.

Registration Expenses

The Buyer shall pay all reasonable  registration expenses in connection with the
above registration statement.

The Merger Agreement

The  parties  agree to use their  best  efforts  to  negotiate  in good  faith a
definitive merger agreement. If, after exhausting such efforts, the parties fail
within a reasonable  period of time to execute and deliver a  definitive  merger
agreement,  then this Term Sheet shall constitute such definitive agreement. The
merger  agreement shall be prepared by counsel for the Buyer, and shall contain,
among other things, representations and warranties of the Buyer and the Company,
covenants  of the Buyer and the  Company  and  closing  conditions.  The  merger
agreement  (and this Term Sheet to the extent  that it shall be deemed to be the
definitive merger agreement as provided for above) shall be subject:  (i) to the
requisite  approval of the shareholders of the Buyer and the Company as required
by  applicable  law;  (ii) to a condition  that the Company  may  terminate  the
Transaction  if the  Company  is  presented  with  an  unsolicited  offer  for a
transaction  that is more  favorable  for the  Company's  shareholders  than the
Transaction,  provided  that the Company  gives the Buyer  reasonable  notice of
receipt of any unsolicited  offer; (iii) to the parties' obtaining all approvals
necessary to consummate the Transaction,  including expiration or termination of
any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act and any  approvals  or  clearances  required  from  the U.S.  Department  of
Justice,  Federal  Trade  Commission,  Securities  and Exchange  Commission  and
Federal  Communications  Commission;   (iv)  to  the  Buyer  entering  into  the
Contribution  Agreement  with  TCI as  will be  revised  on the  terms  recently
disclosed  to the  Company;  and (v) the  Transaction  qualifying  as a tax-free
reorganization  under the Internal  Revenue  Code. In addition,  the  respective
obligations  of the parties to consummate  the  Transaction  shall be subject to
there  being  no  material  adverse  change  in  the  other  parties'  financial
condition,  operations,  assets,  liabilities  or business  since the end of the
period  covered by such  party's most recent  annual or  quarterly  report under
Section  13 or 15(d) of the  Securities  Exchange  Act of 1934.  Promptly  after
execution  of the letter  agreement  to which this Term Sheet is  attached,  the
Company  shall  obtain  (and it  will be a  condition  to  effectiveness  of the
obligations of the Buyer under the letter agreement and this Term Sheet that the
Company  does  obtain)  an   undertaking   in  form  and  substance   reasonably
satisfactory  to the Buyer from each  director of the Company that he will cause
the shares of the Company's  Common Stock that he beneficially  owns to be voted
in favor of the  Transaction  pursuant  to the  terms of the  definitive  merger
agreement (including, if applicable, this Term Sheet) so long as such definitive
merger agreement or such undertaking remains in effect and containing such other
provisions  as  are  customarily  included  in  voting  agreements  for  similar
transactions.  If such  undertakings  are not obtained  within 10 business  days
after the date the letter  agreement  is executed by the Buyer and the  Company,
the Buyer,  at its election,  may  terminate the letter  agreement and this Term
Sheet. The letter  agreement and this Term Sheet also may be terminated,  at the
election  of either  the Buyer or the  Company,  if (i) the  Company's  Board of
Directors  determines  that its approval of the letter  agreement  and this Term
Sheet should be subject to receipt of an opinion of a financial advisor retained
by the Board of Directors  or a committee  thereof  substantially  to the effect
that the Transaction is fair to the shareholders of the Company from a financial
point of view (a "Fairness  Opinion") and (ii) within 10 business days after the
date the letter agreement is executed by the Buyer and the Company,  the Company
has not given the Buyer notice that a Fairness Opinion has been received. If the
Company's  Board of  Directors  elects  not to make its  approval  of the letter
agreement  and this Term Sheet  subject to  receipt of a Fairness  Opinion,  the
letter agreement and this Term Sheet will be binding on the Company  immediately
upon such  approval.  The Company  and the Buyer  shall bear their own  expenses
(other  than  the  registration  expenses  referred  to  above)  related  to the
Transaction, including legal expenses.

TCI Loan

It will be a condition to the Company's  obligations to complete the Transaction
that the Buyer shall have delivered to the Company a written commitment from TCI
to the Company that if the Buyer is not able to  refinance  the $40 million loan
currently owed by the Buyer to TCI before the scheduled  maturity  thereof,  TCI
will  extend the time for  repayment  of such loan to permit the Buyer to have a
reasonable period of time to obtain  third-party  financing  sufficient to repay
the loan.

Digital Multiplex

Buyer  shall hire the  Company on a  contract  basis on the date of signing  the
letter  agreement to which this Term Sheet is attached to develop a four channel
Digital Music Video Multiplex of Buyer which shall be distributed  through TCI's
Digital Tier and the Headend In The Sky (HITS).  That contract may be terminated
at the Buyer's option if the Transaction is abandoned.


