Key Employee Agreement - Macrovision Corp. and Sallie Calhoun


                             MACROVISION CORPORATION

                             KEY EMPLOYEE AGREEMENT

                                       for

                                 SALLIE CALHOUN

Macrovision Corporation, a Delaware corporation, and Sallie Calhoun, as of this
31st day of August, 2000, hereby agree as follows: 

This Agreement sets forth the terms of your employment with Macrovision
Corporation, a Delaware corporation ("MVSN"), and Globetrotter Software, Inc., a
wholly-owned California subsidiary of MVSN ("Globetrotter"). MVSN and
Globetrotter are each herein referred to as a "Company" and collectively as the
"Companies".

      29)   Duties. During the term of your employment under this Agreement, and
            subject to the terms and conditions contained in this Agreement, you
            will be employed as a Vice President of the Globetrotter division of
            Macrovision Corporation, with primary responsibility for
            Globetrotter human relations, MVSN/Globetrotter integration and
            coordination, and Globetrotter finance and administration, reporting
            to the General Manager of the Globetrotter division of Macrovision
            Corporation. Notwithstanding the above, you will not be required to
            relocate your principal office to any location outside a 20-mile
            radius from your current principal office located at 1530 Meridian
            Avenue, San Jose, California.

      30)   Term. Unless sooner terminated in accordance with the applicable
            provisions of this Agreement, your employment under the terms of
            this Agreement shall be for the period (the "Employment Period")
            commencing on the day of the Effective Time (as defined in that
            certain Agreement and Plan of Merger, dated June 19, 2000 by and
            among Globetrotter, GSI Acquisition Corp, MVSN, Matthew Christiano,
            and Sallie Calhoun (the "Merger Agreement")) (the "Commencement
            Date") and ending three years following the Commencement Date. This
            Agreement shall not take effect until the Effective Time and shall
            be null and void if the Effective Tim has not occurred on or before
            August 31, 2000.

      31)   Time to Be Devoted to Employment. During the first twelve months of
            the Employment Period, you will devote at least half all of your
            working energies, efforts, interest, abilities and time during
            normal business hours exclusively to the business and affairs of the
            Companies. For purposes of this Agreement, "half time" shall mean 20
            hours per week. Beginning in the thirteenth month of the employment
            period, you may, at your option, and upon written notice to the
            Company, reduce the amount of time you devote to your employment
            with the Company, or voluntarily terminate your employment. You will
            not engage in any other business or activity which, in the
            reasonable judgment of the MVSN Board of Directors would conflict or
            interfere, in any material respect, with the performance of your
            duties as set forth herein, whether or not such activity is pursued
            for gain, profit or other pecuniary advantage. During your first
            year of employment with MVSN, your employment performance will be
            formally assessed at the end of each six months as part of the MVSN
            employee review program.

      32)   Base Salary; Bonus; Benefits.

            (a)   During the Employment Period, you shall receive an annual base
                  salary (the "Base Salary") of $80,000 (or a prorated portion
                  thereof for partial years) payable by Globetrotter in



                  such installments (but not less often than twice monthly) as
                  is generally the policy of MVSN with respect to the payment of
                  regular compensation to its executive officers. In the event
                  that, during the first twelve months of the Employment Period,
                  you devote more than half time to your duties hereunder, the
                  Company will compensate you for those hours worked in excess
                  of half time at a rate of $80 per hour. In the event that,
                  beginning in the thirteenth month of the Employment Period,
                  you reduce the amount of time you devote to your employment
                  with the Companies, or voluntarily terminate your employment,
                  your base salary shall be reduced proportionately. The Base
                  Salary may be increased from time to time in the sole
                  discretion of MVSN Board of Directors' Compensation Committee.
                  During the Employment Period, you will also be entitled to
                  participate, to the extent eligible, in medical, dental,
                  disability, vacation, 401(k), life insurance, and other fringe
                  benefits comparable to those currently provided by MVSN to its
                  senior executives.

            (b)   In addition to the Base Salary and benefits set forth in
                  paragraph (a) above, during the Employment Period you will be
                  entitled to receive an annual bonus in conjunction with MVSN's
                  then current bonus plan applicable to its senior executives,
                  if any is earned or awarded, with respect to each calendar
                  year occurring during the Employment Period, commencing with
                  the calendar year ending December 31, 2000, such bonus to be
                  paid in a lump sum following the end of the calendar year with
                  respect to which such bonus is payable (such payment to be
                  made at the same time performance bonuses are paid to the
                  other senior managers of MVSN and its subsidiaries) and to be
                  pro-rated with respect to calendar year 2000 based upon the
                  portion of the year this Agreement is in effect. If your
                  employment with the Companies is terminated for any reason
                  other than without "cause" pursuant to Section 6(b), the
                  Companies will not pay you a bonus with respect to the
                  calendar year in which your employment is terminated or
                  thereafter. If your employment with the Companies is
                  terminated without "cause" pursuant to Section 6(b) below, you
                  will be entitled to receive that portion of the bonus payable
                  for the calendar year during which such termination occurs pro
                  rated through the date of such termination based on the number
                  of days elapsed in the Employment Period for such year through
                  the termination date over 365 days, payable in accordance with
                  the first sentence of this Section 4(b).

      33)   Reimbursement of Expenses. During the Employment Period, the
            Companies shall reimburse you in accordance with their policies for
            all reasonable and necessary traveling expenses and other
            disbursements incurred by you for or on behalf of the Companies in
            connection with the performance of your duties hereunder upon
            presentation of appropriate receipts or other documentation
            therefor, in accordance with all applicable policies of the
            Companies.

      34)   Termination.

            (a)   MVSN may terminate your employment hereunder at any time for
                  "cause" by giving you written notice of such termination, with
                  reasonable specificity of the grounds therefor. For purposes
                  of this Section 6, "cause" shall mean any of the following
                  (whether occurring before or after the date hereof): (i)
                  willful misconduct with respect to the business and affairs of
                  the Companies or any of their respective subsidiaries, (ii)
                  willful neglect of your duties or the failure to follow the
                  lawful and reasonable directions of the MVSN President or your
                  immediate superior, including, without limitation, the
                  violation of any material written policy (or oral policy of
                  which you are aware) of the Companies or any of their
                  respective subsidiaries applicable to you, and, if such
                  neglect or failure is capable of being cured, your failure to
                  cure the same as soon as practicable, but in any event within
                  10 days of receipt of written notice thereof from MVSN, (iii)
                  the material breach of any of the provisions of this
                  Agreement, and, if such breach is capable of being cured, your
                  failure to cure such breach as soon as practicable, but in any
                  event within 10 days of receipt of written notice thereof from
                  MVSN, (iv) the conviction of a felony, (v) the commission of
                  an act of fraud or financial dishonesty with respect to any of
                  the Companies or their respective subsidiaries or affiliates
                  or (vi) any conviction for a crime involving moral turpitude
                  or fraud. A termination pursuant to this Section 6(a) shall
                  take effect immediately upon the giving of notice contemplated
                  hereby (subject to any applicable cure period).



            (b)   MVSN may terminate your employment hereunder at any time
                  without "cause" by giving you written notice of such
                  termination, which termination shall be effective as of the
                  date set forth in such notice, provided that such date shall
                  not be earlier than the date of such notice (provided that you
                  shall be afforded a reasonable period of time after such
                  termination to remove your personal effects from the
                  Companies' premises). Any material breach of Section 1 or
                  Section 4 of this Agreement by any of the Companies that
                  remains uncured for more than 10 days after your delivery to
                  the Companies of written notice of such breach shall be deemed
                  to be a termination without "cause" for purposes of this
                  Agreement. For purposes of the immediately preceding sentence,
                  a substantial reduction of your duties, responsibilities and
                  status set forth in Section 1 of this Agreement shall be
                  deemed to be a "material breach" of such Section 1, unless
                  such substantial reduction is by mutual consent.

            (c)   If, during the Employment Period, you are incapacitated or
                  disabled by accident, sickness or otherwise so as to render
                  you mentally or physically incapable of performing
                  substantially all of the services required to be performed by
                  you under this Agreement for an aggregate of 210 days in any
                  period of 360 consecutive days (hereinafter, a "Disability"),
                  the Companies may, at any time thereafter, at their option,
                  terminate your employment under this Agreement immediately
                  upon giving you written notice to that effect, provided,
                  however, that the Companies have fully complied with the
                  Americans with Disabilities Act. In the event of your death,
                  your employment will be deemed terminated as of the date of
                  your death.

            (d)   You may terminate your employment as described above in
                  Section 3.

      35)   Effect of Termination.

            (a)   Upon the effective date of a termination of your employment
                  under this Agreement for any reason other than a termination
                  without cause pursuant to Section 6(b), neither you nor your
                  beneficiaries or estate shall have any further rights under
                  this Agreement or any claims against the Companies or any of
                  their respective subsidiaries or affiliates arising out of
                  this Agreement, except the right to receive the following as
                  soon as reasonably practicable following the effective date of
                  such termination (but in any event within the applicable time
                  period (if any) mandated by applicable law):

                  (i)   the unpaid portion of the Base Salary payable pursuant
                        to Section 4, computed on a pro rata basis to the
                        effective date of such termination;

                  (ii)  reimbursement for any expenses for which you shall not
                        have theretofore been reimbursed, as provided in Section
                        5; and

                  (iii) the unpaid portion of any amounts earned by you prior to
                        the effective date of such termination pursuant to any
                        benefit program in which you participated during the
                        Employment Period; provided, however, that you shall not
                        be entitled to receive any benefits under any benefit
                        program that have accrued during any period if the terms
                        of such program require that the beneficiary be employed
                        by a Company as of the end of such period.

            (b)   Upon termination of your employment under this Agreement
                  pursuant to Section 6(b), neither you nor your beneficiaries
                  or estate shall have any further rights under this Agreement
                  or any claims against the Companies or any of their respective
                  subsidiaries or affiliates arising out of this Agreement,
                  except the right to receive the following, as soon as
                  reasonably practicable following the effective date of such
                  termination (but in any event within the applicable time
                  period (if any) mandated by applicable law in the case of
                  amounts due pursuant to clause (i) below, and at such other
                  times as provided in clauses (ii) and (iii) below in the case
                  of amounts due thereunder):



                  (i)   the payments, if any, referred to in Section 7(a) above,
                        to the extent not covered by clause (ii) of this Section
                        7(b);

                  (ii)  the right to continue to receive the Base Salary from
                        the effective date of such termination for a period of
                        six months following such date, payable during such
                        period in such manner as the Base Salary is payable
                        pursuant to Section 4(a); and

                  (iii) the right to receive any bonus payable in accordance
                        with Section 4(b) with respect to the calendar year in
                        which such termination occurs.

            (c)   Notwithstanding anything contained in this Agreement to the
                  contrary, your beneficiaries or estate will be entitled to
                  continue to receive all payments specified in Section 7(b) if
                  you die after the date of a termination without "cause,"
                  pursuant to Section 6(b) hereof.

      36)   Disclosure of Information.

            (a)   From and after the date hereof, you shall not at any time use
                  or disclose to any person or entity (other than any officer,
                  director, employee, affiliate or representative of the
                  Companies), except as required in connection with the
                  performance of your duties under and in compliance with this
                  Agreement and as required by law and judicial process, any
                  Confidential Information (as hereinafter defined) heretofore
                  acquired, or acquired during the Employment Period, for any
                  reason or purpose whatsoever, nor shall you make use of any of
                  the Confidential Information for your own purposes or for the
                  benefit of any person or entity except the Companies or their
                  respective subsidiaries.

            (b)   For purposes of this Agreement, "Confidential Information"
                  shall mean (i) the Intellectual Property Rights (as
                  hereinafter defined) of the Companies and their respective
                  subsidiaries and affiliates and (ii) all other information of
                  a proprietary or confidential nature relating to the Companies
                  or their respective subsidiaries and affiliates, or the
                  business or assets of the Companies or their respective
                  subsidiaries and affiliates, including, without limitation,
                  books, records, agent and independent contractor lists and
                  related information, customer lists and related information,
                  vendor lists and related information, supplier lists and
                  related information, distribution channels, pricing
                  information, cost information, marketing plans, strategies,
                  forecasts, financial statements, budgets and projections,
                  other than, with respect to both clauses (i) and (ii), (x)
                  information which is generally available to the public on the
                  date hereof, or which becomes generally available to the
                  public after the date hereof without action by you, or (y)
                  information which you receive from a third party who does not
                  have any independent obligation to any of the Companies or
                  their respective subsidiaries or affiliates to keep such
                  information confidential.

            (c)   As used herein, the term "Intellectual Property Rights" means
                  all industrial and intellectual property rights, including,
                  without limitation, patents, patent applications, patent
                  rights, trademarks, trademark applications, trade names,
                  service marks, service mark applications, copyrights,
                  copyright applications, know-how, trade secrets, certificates
                  of public convenience and necessity, franchises, licenses,
                  trade secrets, proprietary processes and formulae, inventions,
                  development tools, marketing materials, instructions,
                  confidential information, trade dress, logos and designs and
                  all documentation and media constituting, describing or
                  relating to the foregoing, including, without limitation,
                  manuals, memoranda and records.

      37)   Noncompetition Covenant.

            (a)   You acknowledge and recognize that during the Employment
                  Period you will be privy to Confidential Information. You
                  further acknowledge and recognize that the relationships with
                  vendors, agents and customers of the Companies and their
                  respective subsidiaries that you have developed prior to the
                  date hereof and those that you will maintain or develop during
                  the Employment Period with the use and assistance of the
                  Companies and their respective subsidiaries,



                  and their respective properties and assets, are of special and
                  unique value to the Companies and their affiliates and that
                  the Companies would find it extremely difficult to replace
                  you. In addition, you acknowledge and agree that this
                  Agreement is being executed and delivered in connection with,
                  and as a mutual condition to the respective obligations of the
                  parties at the closing of the Merger Agreement; provided,
                  however, that the Companies agree that a breach by you of this
                  Section 9 shall not constitute a breach under the Merger
                  Agreement. As a material inducement to MVSN to enter into and
                  perform its obligations under the Merger Agreement, and in
                  consideration of the payments and other benefits (including
                  the further experience and expertise to be gained during your
                  employment hereunder) to be received by you under this
                  Agreement (including, without limitation, the severance
                  compensation described in Section 7(b)(ii) if applicable), you
                  shall not, without the prior written consent of the Companies,
                  at any time during the Employment Period and the period
                  beginning on the effective date of any termination of your
                  employment with the Companies and their respective
                  subsidiaries or affiliates and ending on the later of (i) the
                  first anniversary thereof and (ii) the fifth anniversary of
                  the Commencement Date, (a) directly or indirectly engage in,
                  represent in any way, or be connected with, any Competing
                  Business (as defined below), whether such engagement shall be
                  as an officer, director, owner, employee, partner, affiliate
                  or other participant in any Competing Business, (b) assist
                  others in engaging in any Competing Business in any manner
                  described in clause (a) above, (c) induce other employees of
                  the Companies or any of their respective subsidiaries or
                  affiliates to terminate their employment with any of the
                  Companies or any of their respective subsidiaries or
                  affiliates or to engage in any Competing Business or in any
                  manner described in clause (a) above, or (d) induce any
                  customer, vendor or agent or any other person or entity with
                  which any of the Companies or their respective subsidiaries or
                  affiliates has a business relationship to terminate or alter
                  such business relationship. This covenant is considered an
                  integral part of this Agreement. The foregoing restriction
                  shall not apply to your ownership of publicly traded
                  securities which represent less than 4% of the ownership
                  interests of the issuer.

            (b)   You understand that the foregoing restrictions may limit your
                  ability to earn a livelihood in a business similar to the
                  business of any of the Companies or any subsidiary or
                  affiliate thereof, but you nevertheless believe that you have
                  received and will receive sufficient consideration under the
                  Merger Agreement and as an employee of the Companies and under
                  the terms of this Agreement to justify clearly such
                  restrictions which, in any event (given your education, skills
                  and ability), you do not believe would prevent you from
                  earning a living.

            (c)   As used herein, the term "Competing Business" shall mean any
                  business engaged in providing any of the following services or
                  products to third party customers:

                  (i)   The supply of electronic licensing, license management,
                        electronic software distribution, or software metering
                        technology for B2B or B2C applications to software
                        vendors; and

                  (ii)  The supply of software asset management products to
                        corporate end users.

            (d)   Anything contained in the immediately preceding sentence to
                  the contrary notwithstanding, any entity which has separate
                  divisions or business units, one or more of which are engaged
                  in a business described in the immediately preceding sentence,
                  will not be deemed to be a Competing Business with respect to
                  those separate divisions or business units of such entity that
                  are not engaged in a business described in the immediately
                  preceding sentence so long as your association with any such
                  separate division or business unit (fully taking into account
                  your functions and the nature of your work at such division or
                  business unit) does not relate in any material respect to such
                  portion of such business which would be a Competing Business
                  hereunder.

      38)   Inventions Assignment. During the Employment Period, you shall
            promptly disclose, grant and assign to the Companies for their sole
            use and benefit any and all inventions, technical information,
            strategies, plans or ideas and other suggestions reasonably relating
            to the business of the Companies or any of their respective
            subsidiaries or affiliates (collectively, the "Inventions") which
            you may develop or acquire during the Employment Period (whether or
            not during usual working hours), together with all patent
            applications, letters patent, copyrights and reissues thereof



            that may at any time be granted for or with respect to the
            Inventions. In connection therewith (a) you shall, at the expense of
            the Companies (including a reasonable payment (based on your last
            per diem earnings) for the time involved if you are not then in the
            employ of any of the Companies or receiving severance payments from
            the Companies pursuant to Section 7(b)(11)), promptly execute and
            deliver such applications, assignments, descriptions and other
            instruments as may be necessary or proper in the opinion of the
            Companies to vest title to the Inventions and any patent
            applications, patents, copyrights, reissues or other proprietary
            rights related thereto in the Companies and to enable them to obtain
            and maintain the entire right and title thereto throughout the
            world; and (b) you shall render to the Companies, at their expense
            (including a reasonable payment (based on your last per diem
            earnings) for the time involved if you are not then in the employ of
            any of the Companies or receiving severance payments from the
            Companies pursuant to Section 7(b)(ii)), such reasonable assistance
            as they may require in the prosecution of applications for said
            patents, copyrights, reissues or other proprietary rights, in the
            prosecution or defense of interferences which may be declared
            involving any said applications, patents, copyrights or other
            proprietary rights and in any litigation in which any of the
            Companies may be involved relating to the Inventions.

      39)   Assistance in Litigation.

            (a)   At all times during the Employment Period, (including such
                  times as would be within the Employment Period but for an
                  early termination of this Agreement as described herein) and
                  thereafter upon reasonable notice from the President/COO of
                  MVSN you shall furnish such information and assistance to the
                  Companies as any of them may reasonably require in connection
                  with the actions entitled Elan/Rainbow Corporation v.
                  Globetrotter Software, Inc. et. al. (Case No. 98-20419JF), and
                  any associated actions, as any such action may be amended,
                  modified, restated or refiled, whether by the plaintiffs or
                  one or more other parties against one or more of the Companies
                  asserting claims based on the facts alleged in the
                  Elan/Rainbow action or associated actions cited above. Such
                  information and assistance shall include, but not be limited
                  to, appearing from time to time at the offices of the
                  Companies or Companies' counsel for conferences and interviews
                  and in general providing the officers of the Companies, the
                  Companies and Companies' counsel with the full benefit of your
                  knowledge with respect to such actions. The Companies shall
                  pay or reimburse you for all reasonable out-of-pocket expense
                  incurred by you in connection with your furnishing such
                  information and assistance upon presentation of appropriate
                  receipts or other documentation therefor.

            (b)   At all times during the Employment Period, and thereafter upon
                  reasonable notice from your immediate superior or the MVSN
                  President/COO and at the expense of the Companies (including a
                  reasonable payment (based on your last per diem earnings) for
                  the time involved if you are not then in the employ of any of
                  the Companies or collecting payments pursuant to Section
                  7(b)), you shall furnish such information and assistance to
                  the Companies as any of them may reasonably require in
                  connection with any issue, claim or litigation in which any of
                  the Companies may be involved (excluding the matters covered
                  by Section 11(a) above). Such information and assistance shall
                  include, but not be limited to, appearing from time to time at
                  the offices of the Companies or Companies' counsel for
                  conferences and interviews and in general providing the
                  officers of the Companies, the Companies and Companies'
                  counsel with the full benefit of your knowledge with respect
                  to such issue, claim or litigation.

      40)   Entire Agreement; Amendment and Waiver. This Agreement embodies the
            entire agreement and understanding among the parties hereto with
            respect to the subject matter hereof and supersedes and preempts any
            and all prior and contemporaneous understandings, agreements,
            arrangements or representations by or among the parties, written or
            oral, which may relate to the subject matter hereof in any way.
            Other than this Agreement, there are no other agreements continuing
            in effect relating to the subject matter hereof (except that the
            parties acknowledge the existence of the separate and independent
            provisions contained in Sections 8.4, 8.6, and 9.2(g) of the Merger
            Agreement). No waiver, amendment or modification of any provision of
            this Agreement shall be effective unless in writing and signed by
            each party hereto. The waiver by



            either party of a breach of any provision of this Agreement by the
            other party shall not operate or be construed as a waiver of any
            subsequent breach by such other party.

      41)   Notices. All notices or other communications pursuant to this
            Agreement shall be in writing and shall be deemed to be sufficient
            if delivered personally, telecopied, sent by nationally recognized,
            overnight courier or mailed by registered or certified mail (return
            receipt requested), postage prepaid, to the parties at the following
            addresses (or at such other address for a party as shall be
            specified by like notice):

if to any Company, to:

                    Macrovision Corporation
                    1341 Orleans Drive
                    Sunnyvale, CA 94089
                    Main Phone:  408-743-8600
                    Fax:  (408) 743-8610
                    email domain:  ihalifax@macrovision.com
                    Attention:  Ian Halifax
                    Chief Financial Officer
                    Facsimile No.: (408) 743-8610

                    with a copy to:

                    Manatt, Phelps & Phillips, LLP
                    1001 Page Mill Road, Building 2
                    Palo Alto, California 94304-1006
                    Main Phone:  (650) 812-1300
                    email domain:  dherbst@manatt.com
                    Attention:  David W. Herbst

                    If to Ms. Calhoun, to:

                    21120 Wardell Road
                    Saratoga, CA  95070
                    email domain:  sallie@globes.com

                    with a copy to:

                    Morrison & Foerster
                    Attention:  Chip Lion, Esq.
                    email domain:  plion@mofo.com

or to such other persons or addresses as may be designated in writing by the
party to receive such notice. Nothing in this section shall be deemed to
constitute consent to the manner and address for service of process in
connection with any legal proceeding (including litigation arising out of or in
connection with this Agreement), which service shall be effected as required by
applicable law.

      42)   Headings. The section headings in this Agreement are for convenience
            only and shall not control or affect the meaning of any provision of
            this Agreement.



      43)   Severability. In the event that any provision of this Agreement is
            determined to be partially or wholly invalid, illegal or
            unenforceable in any jurisdiction, then such provision shall, as to
            such jurisdiction, be modified or restricted to the extent necessary
            to make such provision valid, binding and enforceable, or if such
            provision cannot be modified or restricted, then such provision
            shall, as to such jurisdiction, be deemed to be excised from this
            Agreement; provided, however, that the binding effect and
            enforceability of the remaining provisions of this Agreement, to the
            extent the economic benefits conferred upon the parties by virtue of
            this Agreement remain substantially unimpaired, shall not be
            affected or impaired in any manner and any such invalidity,
            illegality or unenforceability with respect to such provisions shall
            not invalidate or render unenforceable such provision in any other
            jurisdiction.

      44)   Remedies. You acknowledge and understand that the provisions of this
            Agreement are of a special and unique nature, the loss of which
            cannot be adequately compensated for in damages by an action at law,
            and thus, the breach or threatened breach of the provisions of this
            Agreement would cause the Companies irreparable harm. You further
            acknowledge that in the event of a breach of any of the covenants
            contained in Section 8, 9, or 10, the Companies shall be entitled to
            immediate relief enjoining such violations in any court or before
            any judicial body having jurisdiction over such a claim. All
            remedies hereunder are cumulative, are in addition to any other
            remedies provided for by law and may, to the extent permitted by
            law, be exercised concurrently or separately, and the exercise of
            any one remedy shall not be deemed to be an election of such remedy
            or to preclude the exercise of any other remedy.

      45)   Representation.

            (a)   You hereby represent and warrant to MVSN that (i) the
                  execution, delivery and performance of this Agreement by you
                  does not breach, violate or cause a default under any
                  agreement, contract or instrument to which you are a party or
                  any judgment, order or decree to which you are subject, and
                  (ii) you are not a party to or bound by any employment
                  agreement, consulting agreement, noncompete agreement,
                  confidentiality agreement or similar agreement regarding your
                  employment or retention with or by any other person or entity.

            (b)   MVSN hereby represents and warrants to you that the execution,
                  delivery and performance of this Agreement by MVSN does not
                  breach, violate or cause a default under any agreement,
                  contract or instrument to which MVSN is a party or any
                  judgment, order or decree to which MVSN is subject.

      46)   Benefits of Agreement, Assignment. The terms and provisions of this
            Agreement shall be binding upon and inure to the benefit of the
            parties hereto and their respective successors, assigns,
            representatives, heirs and estate, as applicable. Anything contained
            herein to the contrary notwithstanding, this Agreement shall not be
            assignable by any party hereto without the consent of the other
            parties hereto.

      47)   Counterparts. This Agreement may be executed in any number of
            counterparts, and each such counterpart shall be deemed to be an
            original instrument, but all such counterparts together shall
            constitute but one agreement.

      48)   Governing Law. This Agreement shall be governed by and construed in
            accordance with the domestic laws of the State of California without
            giving effect to any choice or conflict of law provision or rule
            (whether of the State of California or any other jurisdiction) that
            would cause the application of the laws of any jurisdiction other
            than the State of California.

      49)   Mutual Waiver of Jury Trial. BECAUSE DISPUTES ARISING IN CONNECTION
            WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED
            BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE
            LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE
            THAT THEIR DISPUTES BE RESOLVED BY A JUDGE



            APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST
            COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
            ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN
            ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY
            RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED
            HERETO.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

                                      MACROVISION CORPORATION


                                      By /s/ William A. Krepick         
                                        --------------------------------
                                        Name: William A. Krepick
                                        Title: President and Chief Operating
                                               Officer


                                      /s/ Sallie J. Calhoun             
                                      ----------------------------------
                                      Sallie Calhoun

ACCEPTED AND AGREED TO:

GLOBETROTTER SOFTWARE, INC.

By /s/ Matthew Christiano     
   --------------------------- 
   Name: Matthew Christiano
   Title: President