1996 Employee Stock Purchase Plan - Macrovision Corp.


                               MACROVISION CORPORATION
                          1996 EMPLOYEE STOCK PURCHASE PLAN
                                           
                                           
                        As Adopted Effective December 3, 1996
                                           
                                           
    1.   PURPOSE.  The purpose of the MACROVISION CORPORATION 1996 EMPLOYEE
STOCK PURCHASE PLAN (the 'Plan') is to grant to all employees of Macrovision
Corporation (the 'Company') and its subsidiaries and affiliates, a favorable
opportunity to acquire Common Stock of the Company, thereby encouraging all
employees to accept, or to continue in, employment with the Company; increasing
the interest of all employees in the Company's welfare through participation in
the growth and value of the Common Stock; and furnishing employees with an
incentive to improve operations and increase profits of the Company.

    To accomplish the foregoing objectives, this Plan provides a means whereby
all employees may accrue rights to purchase shares of Common Stock of the
Company.

    2.   ADMINISTRATION.  The Plan shall be administered by the Board of
Directors (the 'Board') of the Company or by a committee of two or more
directors appointed by the Board (the 'Administrator').

    The Administrator may delegate nondiscretionary administrative duties to
such employees of the Company as it deems proper.  Subject to the terms and
conditions of this Plan, the Administrator shall have the sole authority, in its
discretion to interpret the Plan and to make all determinations deemed necessary
or advisable for the administration of the Plan.

    3.   ELIGIBILITY.

         3.1  EMPLOYMENT REQUIREMENT.  Except as otherwise set forth herein,
every individual who, on the date of commencement of any offering period
pursuant to this Plan, is an employee of the Company or of any parent or
subsidiary of the Company, as defined below, is eligible to receive purchase
rights to acquire shares of Common Stock of the Company pursuant to this Plan. 
The term 'employee' includes an officer or director who is an employee of the
Company or a parent or subsidiary of it, as well as a non-officer, non-director
employee of the Company or a parent or subsidiary of it.  As used in this Plan,
the terms 'parent corporation' and 'subsidiary corporation' shall have the
meanings set forth in Sections 424(e) and (f), respectively, of the Internal
Revenue Code of 1986, as amended (the 'IRC').

         3.2  PERMISSIBLE EMPLOYEES.  In no event shall a purchase right be
granted to any individual who, immediately after the grant of such purchase
right, would own five percent (5%) or more of the total combined voting power or
value of all classes of outstanding capital stock of the Company, its parent or
any subsidiary.  For purposes of this Section 3.2, in determining stock
ownership, an individual shall be considered as owning the voting capital stock
owned, directly or indirectly, by or for his brothers and sisters, spouse,
ancestors and lineal

                                       1


descendants.  Voting capital stock owned, directly or indirectly, by or for a 
corporation, partnership, estate or trust shall be considered as being owned 
proportionately by or for its stockholders, partners or beneficiaries, as 
applicable.  An individual shall be considered as owning the shares of Common 
Stock issuable upon exercise of any option or purchase right which such 
individual holds.  Additionally, for purposes of this Section 3.2, 
outstanding capital stock shall include all capital stock actually issued and 
outstanding immediately after the grant of the option or the purchase right.  
Outstanding capital stock shall not include capital stock authorized for 
issue under outstanding options or purchase rights held by any person.

         3.3  EXCLUDED EMPLOYEES.  The following categories of employees shall
be excluded from participating in this Plan:  (i)  employees whose customary
employment is twenty (20) hours or less per week; and (ii) employees whose
customary employment is not more than five months in any calendar year.

         3.4  TRANSFER TO RELATED CORPORATION.  In the event that an employee
leaves the employ of the Company to become an employee of any parent or
subsidiary corporation of the Company, or if the employee leaves the employ of
any such parent or subsidiary corporation to become an employee of the Company
or of another parent or subsidiary corporation, such employee shall be deemed to
continue as an employee of the Company for all purposes of this Plan.

    4.   COMMON STOCK SUBJECT TO PLAN.

         4.1  SHARES RESERVED FOR ISSUE.  There shall be reserved for issue
upon the exercise of options granted under this Plan two hundred fifty-two
thousand (252,000) shares of Common Stock ('Plan Shares'), subject to adjustment
as provided in Section 12 hereof. If any purchase rights granted under this Plan
shall expire or terminate for any reason without having been exercised in full,
the unpurchased shares subject thereto shall again be available for the purposes
of the Plan.

         4.2  AGGREGATE SHARES.  Notwithstanding any other provisions of this
Plan, the aggregate number of shares of Common Stock subject to outstanding
purchase rights granted under this Plan, plus the aggregate number of shares
issued upon the exercise of all purchase rights granted under this Plan, shall
never be permitted to exceed the number of shares specified in the first
sentence of Section 4.1 above.

    5.   NONTRANSFERABILITY.  All purchase rights acquired pursuant to this
Plan shall be nontransferable, except by will or the laws of descent and
distribution, and shall be exercisable during the lifetime of the participant
only by the participant.  

    6.   TERMS AND CONDITIONS OF EACH OFFERING.  All offerings under this Plan
shall be subject to the following terms and conditions:

                                       2


         6.1  TERM AND FREQUENCY OF OFFERINGS. Each offering under the Purchase
Plan will be for a period of twenty-four (24) months (the 'Offering Period'). 
Each Offering Period will consist of four six-month purchase periods (each a
'Purchase Period') commencing, except for the first Offering Period, on the
first business day of February and August of each year.  The Board has the power
to change the duration of Offering Periods or Purchase Periods without
stockholder approval, provided that the change is announced at least fifteen
(15) days prior to the scheduled beginning of the first Offering Period or
Purchase Period to be affected.  The first Offering Period will begin on the
effective date of the Registration Statement on Form SB-2 for the initial public
offering of the Company's Common Stock and will end
 on January 31, 1999.

         6.2  PURCHASE RIGHTS AGREEMENT.  Purchase rights granted under this
Plan shall be evidenced by a purchase rights agreement between the participant
and the Company.  Each such agreement shall be subject to the terms and
conditions set forth herein, and to such other terms and conditions not
inconsistent herewith as the Administrator may deem appropriate, provided that,
except as otherwise permitted herein, the terms and conditions of each such
agreement shall be identical for each participant granted purchase rights
pursuant to any particular offering.  

         6.3  ELECTION TO PARTICIPATE.  An individual who is an eligible
employee and desires to participate in an offering, should notify the
Administrator in writing of his or her election to participate on or before the
15th day of the month before the start of the particular Offering Period. Once
an employee becomes a participant in an Offering Period, such employee will
automatically participate in the Offering Period commencing immediately
following the last day of the prior Offering Period unless the employee
withdraws or is deemed to withdraw from this Plan or terminates further
participation in the Offering Period as set forth in Sections 6.9 and 6.10.  

         6.4  PURCHASE RIGHTS.  On the first day of each Offering Period (or
the first day of participation in an offering), and subject to this Section 6.4,
a participant will be granted purchase rights to acquire that number of Plan
Shares (rounded to the nearest whole share) equal to the quotient obtained by
dividing (i) an amount equal to no less than one percent (1%) nor more than
twenty percent (20%) of the participant's gross compensation from the Company
for the immediately preceding calendar year, as reported for Federal income tax
purposes, by (ii) eighty-five percent (85%) of the fair market value of a share
of Common Stock, as of the date of grant, subject to the following limitation
(the 'Maximum Shares').  No participant may accrue purchase rights, pursuant to
this Plan (and/or any other stock purchase plan qualifying under IRC Section 423
of this Company or of any parent or subsidiary of this Company), to acquire more
than twenty-five thousand dollars ($25,000)worth of Common Stock (based on the
fair market value of the Common Stock on the grant date of the purchase rights)
in any one calendar year.

         6.5  EXERCISE OF PURCHASE RIGHTS.  The exercise of purchase rights
granted pursuant to this Plan may only occur on the Purchase Dates, as defined
in Section 6.7.  Each participant must notify the Administrator in writing of
his or her election to exercise his or her purchase rights, if at all, at least
one business day prior to the last Purchase Date during any 

                                       3


Offering Period, by advising the Administrator in writing that number of Plan 
Shares which he or she desires to purchase, not to exceed the Maximum Shares 
less any Plan Shares previously purchased during the Offering Period.

         6.6  METHOD OF PAYMENT FOR COMMON STOCK.     The purchase price will
be paid through periodic payroll deductions from the participant's compensation.
The participant should advise the Administrator in writing, on or before the
15th day of the month preceding any Offering Period, that percent, which shall
be not less than one percent (1%), nor more than twenty percent (20%), of his or
her gross compensation earned during each payroll period during the Offering
Period, which he or she desires to be deducted and set aside for purchases of
Plan Shares for the duration of the Offering Period, up to an aggregate payroll
deduction not to exceed twenty-one thousand two hundred fifty dollars ($21,250)
in any calendar year.  Payroll deductions made for each participant shall be
credited to a special book account on the Company's books, but no funds will be
actually set aside in any special fund or account.


         6.7  PURCHASE DATES.  The semi-annual purchase dates will occur on the
last business day of each Purchase Period(the 'Purchase Dates'). Except as set
forth in Section 6.10 hereof, all payroll deductions collected from the
participant and not theretofore applied to the purchase of Plan Shares, will
automatically be applied to the purchase of that number of Plan Shares for which
the participant was granted purchase rights pursuant to the formula set forth in
Section 6.4 hereof.  Any funds deducted from the participant's compensation
pursuant to this Plan in excess of the purchase price of the shares purchased
during the Offering Period shall be promptly refunded to the participant
following the expiration of the Offering Period.

         6.8  PURCHASE PRICE.  The purchase price for the Company's Common
Stock purchased under the Purchase Plan is 85% of the lesser of the fair market
value of the Company's Common Stock on the first day of the applicable Offering
Period or the last day of the respective Purchase Period. For all purposes of
this Plan, the fair market value of the Common Stock on any particular date
shall be the closing price on the trading day next preceding that date on the
principal securities exchange on which the Company's Common Stock is listed, or,
if such Common Stock is not then listed on any securities exchange, then the
fair market value of the Common Stock on such date shall be the closing bid
price as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System ('NASDAQ') on the trading day next preceding such
date.  In the event that the Company's Common Stock is neither listed on a
securities exchange nor quoted by NASDAQ, then the Administrator shall determine
the fair market value of the Company's Common Stock on such date.


         6.9  WITHDRAWAL.  Each participant may withdraw from an Offering
Period under this Plan by notifying the Administrator in writing of his or her
election to withdraw at any time at least fifteen (15) days prior to the end of
an Offering Period. Upon receipt of such notice by the Administrator, all future
payroll deductions will cease, and any payroll deductions previously collected
during such Offering Period pursuant to Section 6.6 (to the extent not already
applied to the purchase of Plan Shares) will be refunded, without interest.  In
the event a

                                       4


participant voluntarily elects to withdraw from this Plan, he or she may not 
resume his or her participation in this Plan during the same Offering Period, 
but he or she may participate in any Offering Period under this Plan which 
commences on a date subsequent to such withdrawal in the same manner as set 
forth above for initial participation in this Plan.

         6.10 TERMINATION OF PARTICIPATION IN AN OFFERING.  Payroll deductions
with respect to any participant in an offering will automatically terminate upon
the participant's cessation of employment, retirement, permanent or total
disability, as defined in Section 105(d)(4) of the IRC or death (a 'terminating
event').  The Company shall not issue shares in exercise of such participant's
purchase rights unless the participant makes an election in accordance with
Sections 6.10.1 or 6.10.2, as applicable.  

              6.10.1  ELECTION TO WITHDRAW FUNDS.  During the period 
commencing with a terminating event and ending seventy-five (75) days 
thereafter, the participant will be entitled, at his or her election, to (i) 
withdraw the payroll deductions made during such Offering Period not 
theretofore applied to the purchase of Plan Shares, or (ii) to have such 
funds applied to the purchase of Plan Shares.  If no election is made prior 
to the expiration of seventy-five (75) days following a terminating event, 
the Company shall refund the payroll deductions previously collected during 
such offering and not theretofore applied to the purchase of Plan Shares, 
without interest.  In the event the participant elects to purchase all or any 
of the Plan Shares to which he or she is entitled, then the Administrator and 
such participant should proceed in accordance with Section 6.6 hereof, except 
that for the purposes of this Section 6.10.1, Purchase Date shall mean that 
day immediately following the day the Administrator is notified of the 
participant's election, not to exceed seventy-six (76) days following the 
terminating event.

              6.10.2  DEATH.  In the case of the death of a participant, the
period to elect whether to withdraw the payroll deductions or to have such
withheld funds applied to the purchase of Plan Shares shall be extended until
three hundred sixty-five (365) days following the date of death, and such
election may be made by the decedent's representative or the person entitled to
acquire, or direct the acquisition of, the purchase rights under the employee's
will or the laws of intestate succession (the 'Representative').  The preceding
sentence shall only apply if the decedent was an employee of the Company, its
parent or subsidiary, either at the time of death or within three (3) months
prior to such date.  If no election is made prior to the expiration of three
hundred sixty-five (365) days following the date of death, then the Company
shall refund the payroll deductions previously collected during such offering
and not theretofore applied to the purchase of Plan Shares, without interest. 
In the event the Representative elects to purchase all or any of the Plan Shares
to which the participant is entitled, then the Administrator and the
Representative should proceed in accordance with Section 6.6 hereof, except that
for purposes of this Section 6.10.2, Purchase Date shall mean the day
immediately following the day the Administrator is notified of the
Representative's election, not to exceed three hundred sixty-six (366) days
following the date of death.

         6.11 REGISTRATION OF PLAN AND DUE AUTHORIZATION.  Notwithstanding
anything to the contrary, express or implied herein, no rights granted under the
Plan may be exercised to any

                                       5


extent unless the Plan (including the purchase rights and the shares covered 
thereby) is covered by an effective registration statement pursuant to the 
Securities Act of 1933, as amended (the 'Securities Act').  If on any 
Purchase Date, the Plan is not so registered, no rights granted under the 
Plan or any offering shall be exercised, and the Purchase Date shall be 
delayed until the Plan is subject to an effective registration statement, 
except that the Purchase Date shall not be delayed more than six (6) months, 
and in no event shall the Purchase Date be more than twenty-seven (27) months 
from the commencement of the particular Offering Period.  If on the Purchase 
Date of any offering hereunder, as delayed to the maximum extent permissible, 
the Plan is still not registered, no purchase rights shall be exercised and 
all payroll deductions accumulated (to the extent not already applied to the 
purchase of Plan Shares) shall be refunded to the participants, without 
interest.  If after reasonable efforts, the Company is unable to obtain from 
each regulatory commission or agency having jurisdiction over the Plan such 
authority as counsel for the Company deems necessary or appropriate, the 
Company shall be relieved from any liability for failure to issue and sell 
Plan Shares upon exercise of such purchase rights unless and until such 
authority is obtained.  

    7.   WITHHOLDING AND EMPLOYMENT TAXES.  The Company shall be entitled to
withhold and/or pay from any payroll deductions made pursuant to this Plan, the
amount of any and all applicable federal and state withholding and employment
taxes.

    8.   EQUAL RIGHTS AND PRIVILEGES.  Except as set forth in Sections 3.2 and
3.3, if the Company or any parent or subsidiary grants any purchase rights
pursuant to this Plan, then it must grant such rights to all its employees.  All
participants shall have the same rights and privileges, except in any particular
offering, the amount of stock which may be purchased by any employee may bear a
uniform relationship to the employee's total compensation, or his or her basic
or regular rate of compensation.

    9.   DISQUALIFYING DISPOSITIONS.  If any Plan Shares are disposed of within
two (2) years from the date the purchase rights were acquired or within one (1)
year after the acquisition of the Plan Shares by the participant, immediately
prior to the disposition, the participant shall promptly notify the Company in
writing of the date and terms of the disposition and shall provide such other
information regarding the disposition as the Company may reasonably require.

    10.  STOCK ISSUANCE AND RIGHTS AS STOCKHOLDER.  Notwithstanding any other
provisions of the Plan, no participant shall have any of the rights of a
stockholder (including the right to vote and receive dividends) of the Company,
by reason of the provisions of this Plan or any action taken hereunder, until
the date such participant shall both have paid the purchase price for the Plan
Shares and shall have been issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company) the
stock certificate evidencing such shares.

    11.  DESIGNATION OF BENEFICIARY.   A participant may file a written
designation of a beneficiary who is to receive any shares and cash, if any, from
the participant's account under the

                                       6


Plan in the event of such participant's death subsequent to the end of an 
Offering Period but prior to delivery to him or her of such shares and cash.  
In addition, a participant may file a written designation of a beneficiary 
who is to receive any cash from the participant's account under the Plan in 
the event of such participant's death prior to the Exercise Date of an 
Offering Period.  If a participant is married and the designated beneficiary 
is not the spouse, spousal consent shall be required for such designation to 
be effective.  Such designation of beneficiary may be changed by the 
participant (and his or her spouse, if any) at any time by written notice.  
In the event of the death of a participant and in the absence of a 
beneficiary validly designated under the Plan who is living at the time of 
such participant's death, the Company shall deliver such shares and/or cash 
to the executor or administrator of the estate of the participant, or if no 
such executor or administrator has been appointed (to the knowledge of the 
Company), the Company, in its discretion, may deliver such shares and/or cash 
to the spouse or to any one or more dependents or relatives of the 
participant, or if no spouse, dependent or relative is known to the Company, 
then to such other person as the Company may designate.

    12.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

         12.1 APPROPRIATE ADJUSTMENT IN NUMBER OF SHARES.  Subject to any
required action by the Company's stockholders, the number of shares of Common
Stock covered by this Plan as provided in Section 4, the number of shares
covered by each outstanding purchase right granted hereunder and the purchase
price thereof shall be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock resulting from a subdivision or
consolidation of such shares or the payment of a stock dividend (but only on the
Common Stock) or any other increase or decrease in the number of such
outstanding shares of Common Stock effected without the receipt of consideration
by the Company; provided, however, that the conversion of any convertible
securities of the Company shall not be deemed to have been 'effected without
receipt of consideration.'

         12.2 MERGERS AND/OR ACQUISITIONS.  Subject to any required action by
the Company's stockholders, if the Company shall be the surviving corporation in
any merger or consolidation, each outstanding purchase right shall pertain and
apply to the securities to which a holder of the number of shares subject to the
purchase right would have been entitled.  A dissolution or liquidation of the
Company or a merger or consolidation in which the Company is not the surviving
corporation shall cause each outstanding purchase right to terminate, unless the
surviving corporation in the case of a merger or consolidation assumes
outstanding purchase rights or replaces them with substitute purchase rights
having substantially similar terms and conditions; provided, however, that if an
outstanding purchase right is to terminate upon any such event, the
Administrator on such terms and conditions as it deems appropriate, shall
provide either by the terms of the agreement or by a resolution adopted prior to
the occurrence of any such event, that, for some period of time prior to such
event, such purchase right shall be exercisable as to all of the shares covered
by the portion of the purchase right that previously has not lapsed, terminated,
or been exercised.

                                       7


         12.3 BOARD'S DETERMINATION CONCLUSIVE.  To the extent that the
foregoing adjustments relate to stock or securities of the Company, such
adjustments shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive.

         12.4 LIMITATION ON RIGHTS.  Except as hereinabove expressly provided
in this Section 11, no participant shall have any rights by reason of any
subdivision or consolidation of shares of the capital stock of any class or the
payment of any stock dividend or any other increase or decrease in the number of
shares of any class or by reason of any dissolution, liquidation, merger or
consolidation or spin-off of assets or stock of another corporation, and any
issue by the Company of shares of stock of any class or of securities
convertible into shares of stock of any class shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares subject to any purchase right granted hereunder.

         12.5 RESERVATION OF RIGHTS.  The grant of a purchase right pursuant to
this Plan shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.

    13.  SECURITIES LAW REQUIREMENTS.

         13.1 INVESTMENT REPRESENTATIONS.  The Administrator may require an
individual as a condition of the grant and of the exercise of a purchase right,
to represent and establish to the satisfaction of the Administrator that all
Plan Shares to be acquired will be acquired for investment and not for resale. 
The Administrator shall cause such legends to be placed on certificates
evidencing Plan Shares as, in the opinion of the Company's counsel, may be
required by federal and applicable state securities laws.

         13.2 COMPLIANCE WITH APPLICABLE SECURITIES LAWS.  No Plan Shares shall
be issued unless and until counsel for the Company determines that:  (i) the
Company and the participant have satisfied all applicable requirements under the
Securities Act of 1933, as amended, and the Exchange Act; (ii) any applicable
requirement of any stock exchange or quotation system on which the Company's
Common Stock is listed or quoted has been satisfied; and (iii) all other
applicable provisions of state and federal law have been satisfied.

    14.  AMENDMENT.  The Board may terminate the Plan or amend the Plan from
time to time, immediately after the close of any offering, in such respects as
the Board may deem advisable, provided that, the Plan shall not be amended more
than once every six months, other than to comport with changes in the IRC or the
Employee Retirement Income Security Act, or the rules thereunder, and provided
further, that, without the approval of the Company's stockholders in compliance
with the requirements of applicable law, no such revision or amendment shall:

         (a)  increase the number of shares of Common Stock reserved under
Section 4 hereof for issue under the Plan, except as provided in Section 12
hereof;

                                       8


         (b)  change the class of persons eligible to participate in the Plan
under Section 3 hereof;

         (c)  extend the term of the Plan under Section 15 hereof; or

         (d)  amend this Section 14 to defeat its purpose.

    15.  TERMINATION.   The Plan will terminate automatically on the earlier of
termination by the Board, issuance of all the shares reserved under the Purchase
Plan or ten years from the date the Purchase Plan was adopted by the Board.  No
offering shall be initiated hereunder after termination of the Plan, but such
termination shall not affect the validity of any purchase rights then
outstanding.

    16.  TIME OF GRANTING OPTIONS.  The date of grant of a purchase right
hereunder shall, for all purposes, be the date on which the particular Offering
Period commences.

    17.  RESERVATION OF SHARES.  The Company, during the term of this Plan,
will at all times reserve and keep available such number of shares of its Common
Stock as shall be sufficient to satisfy the requirements of the Plan.

    18.  EFFECTIVE DATE.  This Plan was adopted by the Board of Directors of
the Company on December 3, 1996, and shall be effective on said date.  The Plan
was approved by the stockholders of the Company on January ___, 1997.

                                       9


                               MACROVISION CORPORATION
                             EMPLOYEE STOCK PURCHASE PLAN
                                ENROLLMENT/CHANGE FORM
                                           
                                           




___ Enrollment
___ Change in Payroll Deductions for Next Offering Period
___ Stop Payroll Deductions for Offering Period
___ Designation of Beneficiary


_________________________________       ________________________________
Print Name                              Social Security No.

_________________________________
Address

_________________________________
City,      State       Zip

1.  I hereby elect to participate in the Macrovision Corporation Employee Stock
    Purchase Plan (the 'Plan') and subscribe to purchase shares of Macrovision
    Corporation (the 'Company') Common Stock ('Common Stock') in accordance
    with this Enrollment/Change Form and the Plan.

2.  I hereby authorize payroll deductions from each paycheck for ____% of my
    compensation, as compensation is defined in the Plan.

3.  I understand that said payroll deductions shall be accumulated for the
    purchase of shares of Common stock at the applicable purchase price
    determined in accordance with the Plan.

4.  I have received a copy of the Company's Employee Stock Purchase Plan.  I
    understand that my participation in the Plan is in all respects subject to
    the terms of the Plan.

5.  I understand that shares purchased for me under the Plan will be issued in
    my name and will be sent to me at my home address.  If I change my home
    address I will notify the Company's Chief Financial Officer.


6.  In the event of my death, I hereby designate the following as my
    beneficiary(ies) to receive all payments and shares due to me under the
    Plan:

    Name (Please Print)
    
     ________________________________    ___________________________  
    (First)        (Middle)  (Last)      (Relationship)                
    
    ________________________________
    (Address)
    ________________________________

7.  I understand that if I dispose of any of these shares before the lapse of
    two (2) years after the first day of the Offering Period in which they were
    acquired and one (1) year after the Purchase Date, the excess of the fair
    market value of the shares at time of purchase over the price I paid for
    the shares will be treated, for federal income tax purposes, as ordinary
    income.  I further understand that if I dispose of such shares at any time
    after the expiration of the two (2) year and one (1) year holding period, I
    will be treated as having received income only at the time of such
    disposition, and such income will be treated as ordinary income to the
    extent of an amount equal to the lesser of: (i) the excess of the current
    fair market value of the shares over the purchase price, or (ii) the excess
    of the current fair market value of the shares over the fair market value
    of the shares on the first day of the Offering Period in which they were
    acquired.  The remainder of the gain or loss, if any, recognized on such
    disposition will be treated as capital gain or loss.

    I HEREBY AGREE TO NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS AFTER THE
    DATE OF ANY DISPOSITION.  I UNDERSTAND THAT TAX CONSEQUENCES INCURRED IN
    CONNECTION WITH THIS STOCK ARE VERY COMPLICATED AND I WILL CONSULT WITH MY
    OWN TAX PROFESSIONAL TO BE CERTAIN I UNDERSTAND THE RULES AND REGULATIONS
    GOVERNING STOCK PURCHASE PLANS.

8.  I hereby agree to be bound by the terms of the Plan.  The effectiveness of
    this Enrollment/Change Form is dependent upon my eligibility to participate
    in the Plan.


I UNDERSTAND THAT THIS ENROLLMENT/CHANGE FORM SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS AND UNTIL TERMINATED BY ME.


________________________________   _______________
Signature                          Date

===============================================================================
For use by Stock Administrator only
Date: _________________
No. of shares eligible to purchase: ___________________________________________
Comments: _____________________________________________________________________