

                                 EXHIBIT 99.22.1

                        CONTINGENT DISSOLUTION AGREEMENT


     This  Contingent  Dissolution  Agreement  (this  "Agreement") is made as of
December 10, 1997 by and between CEA Investors  Partnership  II, Ltd., a Florida
limited  partnership  ("CEA II,  Ltd.") and StarNet  Interactive  Entertainment,
Inc., a Delaware corporation ("StarNet").

                                   BACKGROUND

     1. CEA II, Ltd. and StarNet  entered into a partnership  agreement dated as
of August 24, 1993 to form a Delaware general partnership (the "Partnership").

     2. The Partnership was formed to jointly hold an equity interest in The Box
Worldwide, Inc., a Florida corporation (the "Box") (f/k/a Video Jukebox Network,
Inc.) for the  purpose  of  obtaining  control  of the Box in order to  maximize
shareholder values.

     3. The Box has entered into a merger agreement with TCI Music, Inc. ("TCI")
whereby  the Box will  merge into TCI  following  shareholder  approval  and the
satisfaction of all conditions precedent (the "Merger").

     4. If the Merger is consummated,  the purpose of the Partnership  will have
been  satisfied and the  Partnership  should  dissolve and distribute all of its
assets to the partners.

                                      TERMS

     AND NOW,  intending to be legally  bound,  CEA II, Ltd. and StarNet  hereby
agree as follows:

     1. DISSOLUTION AND DISTRIBUTION.  Upon the consummation of the Merger,  the
Partnership shall irrevocably dissolve and distribute to its partners all of the
remaining  assets of the  Partnership  without any further action on the part of
any partner.

     2. TIMING OF DISSOLUTION. The Partnership shall be deemed to have dissolved
immediately  prior to the consummation of the Merger,  and any shares of the Box
held by the Partnership shall be deemed to have been distributed to the partners
in proportion to their percentage ownership of the Partnership immediately prior
to the  consummation  of the Merger,  so that each of the partners  (and not the
Partnership)  shall  exchange  in the  Merger  shares  of  stock of the Box held
directly by each of them.

     3. NO  DISSOLUTION  WITHOUT  CONSUMMATION  OF MERGER.  Notwithstanding  the
foregoing,  the  Partnership  shall not dissolve or distribute its assets to the
partners  unless the Merger is  consummated by the parties  thereto.  IN WITNESS
WHEREOF,  CEA II, Ltd. and StarNet,  intending to be legally bound hereby,  have
caused their duly  authorized  officers to execute this Agreement as of the date
first written above.


                                    CEA Investors Partnership II, Ltd.

                                    By: CEA Investors, Inc., its General Partner

                                    By: /S/  DAVID BURNS
                                        ----------------------------------------
                                        Name:  David Burns
                                        Title: Vice President


                                    StarNet Interactive Entertainment, Inc.


                                    By: /S/ H.F. LENFEST
                                       ---------------------------------------=
                                       Name: H.F. Lenfest
                                       Title: President


