Stock Option Plan - Macrovision Corp.


                          MACROVISION CORPORATION
                            STOCK OPTION PLAN

                As Adopted Effective September 9, 1988;
                     Amended September 22, 1988;
                    Amended September 13, 1990;
                Amended and Restated February 6, 1992;


1.   PURPOSE.  The purpose of the MACROVISION CORPORATION STOCK OPTION PLAN 
(the "Plan") is to grant to selected employees, directors, and consultants 
of Macrovision Corporation, a California corporation (the "Company") and 
its subsidiaries and affiliates, a favorable opportunity to acquire Common 
Stock of the Company, thereby encouraging such persons to accept or continue 
a qualifying relationship with the Company; increasing the interest of such 
persons in the Company's welfare through participation in the growth and 
value of the Common Stock; and furnishing such persons with an incentive to 
improve operations and increase profits of the Company.

      To accomplish the foregoing objectives, this Plan provides a means 
whereby employees, directors, and consultants may receive options to purchase 
Common Stock.  Options granted under this Plan will be either nonstatutory 
stock options (subject to federal income taxation upon exercise) or incentive 
stock options (generally not subject to immediate federal income taxation 
upon exercise).

2.   ADMINISTRATION.  The Plan shall be administered by the Board of 
Directors of the Company (the "Board"), or by a committee appointed by the 
Board which shall not have less than two (2) members (in either case, the 
"Administrator").  No option shall be granted to a director or officer of 
the Company except (i) by the Board when all of its members are disinterested 
persons, or (ii) by an Administrator other than the Board when the 
Administrator is composed of two (2) or more directors having full authority 
to act in the matter and each member of the Administrator is a disinterested 
person.  "Disinterested person", for this purpose, shall mean a person who, 
at the time he exercises discretion in administering the Plan, has not at any 
time within one (1) year prior thereto been granted or awarded selection as a 
person to whom stock may be allocated or to whom stock options or stock 
appreciation rights may be granted pursuant to the Plan or any other plan of 
the Company or any of its affiliates entitling the participants therein to 
acquire stock, stock options or stock appreciation rights of the Company or 
any of its affiliates.  The Administrator may delegate nondiscretionary 
administrative duties to such employees of the Company as it deems proper.  
Subject to the provisions of the Plan, the Administrator shall have the sole 
authority, in its discretion:


                                       -1-




     (a)  to determine to which of the eligible individuals, and the time or 
times at which, options to purchase Common Stock of the Company shall be 
granted;

     (b)  to determine the number of shares of Common Stock to be subject to 
options granted to each eligible individual;

     (c)  to determine the price to be paid for the shares of Common Stock 
upon the exercise of each option;

     (d)  to determine the term and the exercise schedule of each option;

     (e)  to determine the terms and conditions of each stock option 
agreement (which need not be identical) entered into between the Company and 
any eligible individual to whom the Administrator has granted an option;

     (f)  to interpret the Plan;

     (g)  to accelerate the exercise date or schedule with respect to any 
option granted under the Plan or, with the consent of the holder thereof, 
to modify or amend any such option; and

     (h)  to make all determinations deemed necessary or advisable for the 
administration of the Plan.

   3.   ELIGIBILITY.  Every individual who at the date of grant is an 
employee of the Company or of any parent or subsidiary of the Company (as 
defined in Section 5.1(c) below) is eligible to receive incentive stock 
options and nonstatutory stock options to purchase Common Stock under 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. Every individual who at the date of grant is a consultant to, or a 
non-employee director of, the Company or of any affiliate of the Company (as 
defined in Section 150 of California Corporations Code) is eligible to 
receive nonstatutory stock options to purchase Common Stock under this Plan, 
but shall not be eligible to receive incentive stock options.  The term 
"consultant" includes individuals employed by, or otherwise affiliated 
with, a person providing consulting services to the Company. Notwithstanding 
the above, neither A. Victor Farrow nor John O. Ryan shall be eligible to 
receive any stock options under this Plan, and Eugene Eidenberg shall be 
eligible to receive stock options under this Plan for eighty-three thousand 
two hundred seventeen (83,217) shares (subject to adjustment as provided in 
Section 7 hereof) only.


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4.   COMMON STOCK SUBJECT TO PLAN.

     (a)  There shall be reserved for issue upon the
exercise of options granted under the Plan one million seven
hundred fifty thousand (1,750,000) shares of Common Stock,
subject to adjustment as provided in Section 7 hereof.  If an
option granted under the 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.

     (b)  Notwithstanding any other provisions of this Plan, the aggregate 
number of shares of Common Stock subject to outstanding options granted under 
this Plan, plus the aggregate number of shares issued upon the exercise of 
all options granted under this Plan, shall never be permitted to exceed the 
number of shares specified in the first sentence of Section 4(a) above.

   5.   TERMS OF OPTIONS.  Each option granted under the Plan shall be 
evidenced by a stock option agreement between the individual to whom the 
option is granted (the "optionee") and the Company.  Each such agreement 
shall designate the option thereby granted as an incentive stock option, a 
nonstatutory stock option or in part an incentive stock option and in part a 
nonstatutory stock option.  Each such agreement shall be subject to the terms 
and conditions set forth in Section 5.1, and to such other terms and 
conditions not inconsistent herewith as the Administrator may deem 
appropriate in each case.  Incentive stock options shall be subject also to 
the terms and conditions set forth in Section 5.2.

     5.1  TERMS AND CONDITIONS TO WHICH ALL OPTIONS ARE SUBJECT.  All options 
granted under this Plan shall be subject to the following terms and 
conditions:

          (a)  TERM OF OPTIONS.  The period or periods within which an option 
may be exercised shall be determined by the Administrator at the time the 
option is granted, and such period or periods may be amended subsequently 
only by written mutual agreement of the Company (at the direction of the 
Administrator) and the optionee.  In no event shall such period extend beyond 
ten (10) years from the date the option is granted in the case of an 
incentive stock option or ten (10) years and one (1) week from the date the 
option is granted in the case of a nonstatutory stock option.

          (b)  EXERCISE PRICE.  The price to be paid for each share of Common 
Stock upon the exercise of an option shall be determined by the Administrator 
at the time the option is granted, but shall in no event be less than 
eighty-five percent (85%) in the case of a nonstatutory stock option, and one 
hundred percent (100%) in the case of an incentive stock


                                       -3-



option, of the fair market value of a share of Common Stock on the date the 
option is granted.  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 mean of the closing bid and asked 
prices 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.

          (c)  MORE THAN TEN PERCENT SHAREHOLDERS.  No option shall be 
granted to any individual who, at the time such option would be granted, owns 
stock possessing more than ten percent (10%) of the total combined voting 
power of all classes of outstanding capital stock of the Company, or of any 
parent corporation or subsidiary corporation of the Company, unless the 
exercise price (as provided in Section 5.1(b) hereof) is not less than one 
hundred percent (100%) in the case of a nonstatutory stock option, one 
hundred ten percent (110%) in the case of an incentive stock option, of the 
fair market value of the Common Stock on the date the option is granted, and 
in the case of an incentive stock option the period within which the option 
may be exercised (as provided in Section 5.1(a) hereof) does not exceed five 
(5) years from the date the option is granted.  As used in this Plan, the 
terms "parent corporation" and "subsidiary corporation" shall have the 
meanings set forth in Sections 425(e) and (f), respectively, of the Internal 
Revenue Code of 1986, as amended (the "Code").  For purposes of this 
Section 5.1(c), in determining stock ownership, an optionee shall be 
considered as owning the voting capital stock owned, directly or indirectly, 
by or for his brothers and sisters, spouse, ancestors and lineal 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 shareholders, partners or beneficiaries, as 
applicable.  Common Stock with respect to which any such optionee holds an 
option shall not be counted.  Additionally, for purposes of this Section 
5.1(c), outstanding capital stock shall include all capital stock actually 
issued and outstanding immediately after the grant of the option to the 
optionee.  Outstanding capital stock shall not include capital stock 
authorized for issue under outstanding options held by the optionee or by any 
other person.

          (d)  METHOD OF PAYMENT FOR COMMON STOCK.  The exercise price for 
each share of Common Stock purchased


                                       -4-




under an option shall be paid in full in cash at the time of purchase.

          (e)  NONTRANSFERABILITY.  All options shall be nontransferable, 
except by will or the laws of descent and distribution, and shall be 
exercisable during the lifetime of the optionee only by the optionee.

          (f)  REPURCHASE OF STOCK.  If provided in the stock option 
agreement, at the discretion of the Administrator, the stock to be delivered 
pursuant to the exercise of any option granted under this Plan may be subject 
to a right of repurchase in favor of the Company with respect to any optionee 
whose relationship with the Company is terminated.  Such right of repurchase 
shall be at the option exercise price and shall expire at such time or times 
as set by the Administrator.  Determination of the number of shares subject 
to such right of repurchase shall be made as of the date the optionee's 
relationship with the Company terminates.

          (g)  WITHHOLDING AND EMPLOYMENT TAXES.  At the time of exercise of 
an option, the optionee shall remit to the Company in cash the amount of any 
and all applicable federal and state withholding and employment taxes.

     5.2  ADDITIONAL TERMS AND CONDITIONS TO WHICH INCENTIVE STOCK OPTIONS 
ARE SUBJECT.  Options granted under this Plan which are designated as 
incentive stock options shall be subject to the following additional terms 
and conditions:

          (a)  ANNUAL LIMITATION.  The aggregate fair market value 
(determined as of the date an incentive stock option is granted) of the stock 
with respect to which incentive stock options granted are exercisable for the 
first time by an employee during any one (1) calendar year (under this Plan 
and under all other incentive stock option plans of the Company and of any 
parent or subsidiary corporation) shall not exceed One Hundred Thousand 
Dollars ($100,000).

          (b)  DEATH.  Upon the death of an employee, any incentive stock 
option which such employee holds may be exercised, within such period after 
the date of death as the Administrator shall prescribe in the stock option 
agreement, by the employee's representative or by the person entitled thereto 
under the employee's will or the laws of intestate succession.

          (c)  DISABILITY.  Upon the permanent and total disability of an 
employee (as defined in Section 105(d)(4) of the Code), any incentive stock 
option which the employee holds may be exercised by the employee within such 
period after the date of termination of employment resulting from such 
disability (not to exceed twelve (12) months) as the Administrator shall 
prescribe in the stock option agreement.  The option shall terminate upon the


                                       -5-




expiration of such prescribed period, unless the employee dies prior thereto, 
in which event the provisions of Section 5.2(b) hereof shall apply.

          (d)  RETIREMENT.  Upon the voluntary retirement of an employee at 
or after reaching sixty-five (65) years of age, an incentive stock option may 
be exercised by such employee with respect to all or any portion of the 
balance of the Common Stock subject thereto within such period after the date 
of retirement (not to exceed three (3) months) as the Administrator shall 
prescribe in the stock option agreement.  The option shall terminate upon the 
expiration of such prescribed period, unless the employee dies prior thereto, 
in which event the provisions of Section 5.2(b) hereof shall apply.

          (e)  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.

          (f)  OTHER SEVERANCE.  In the event an employee leaves the employ 
of the Company for any reason other than as set forth in subsections (b) 
through (e), above, any incentive stock option which such employee holds may 
be exercised by such employee with respect to all or any portion of the 
balance of the Common Stock subject thereto within such period after the date 
of severance (not to exceed three (3) months) as the Administrator shall 
prescribe in the stock option agreement.

          (g)  DISQUALIFYING DISPOSITIONS.  If Common Stock acquired by 
exercise of an incentive stock option granted pursuant to this Plan is 
disposed of within two (2) years from the date of grant of the option or 
within one (1) year after the transfer of the Common Stock to the optionee, 
the holder of the Common Stock immediately prior to the disposition 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.

     6.   STOCK ISSUANCE AND RIGHTS AS SHAREHOLDER. Notwithstanding any other 
provisions of the Plan, no optionee shall have any of the rights of a 
shareholder (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 optionee shall both have paid the exercise 
price for the Common Stock 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.


                                       -6-



     7.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

          (a)  Subject to any required action by the Company's shareholders, 
the number of shares of Common Stock covered by this Plan as provided in 
Section 4, the number of shares covered by each outstanding option granted 
hereunder and the exercise 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."

          (b)  Subject to any required action by the Company's shareholders, 
if the Company shall be the surviving corporation in any merger or 
consolidation, each outstanding option shall pertain and apply to the 
securities to which a holder of the number of shares subject to the option 
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 option to terminate, unless the surviving 
corporation in the case of a merger or consolidation assumes outstanding 
options or replaces then with substitute options having substantially similar 
terms and conditions; provided, however, that if an outstanding option 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 stock 
option 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 option 
shall be exercisable as to all of the shares covered by the portion of the 
option that previously has not lapsed, terminated, or been exercised, 
notwithstanding any exercise schedule provided in the stock option agreement.

          (c)  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.

          (d)  Except as hereinabove expressly provided in this Section 7, no 
optionee 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

                                       -7-




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 option granted hereunder.

         (e)  The grant of an option 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.

     8.   SECURITIES LAW REQUIREMENTS.

          (a)  The Administrator may require an individual as a condition of 
the grant and of the exercise of an option, to represent and establish to the 
satisfaction of the Administrator that all shares of Common Stock to be 
acquired upon the exercise of such option will be acquired for investment and 
not for resale.  The Administrator shall cause such legends to be placed on 
certificates evidencing shares of Common Stock issued upon exercise of an 
option as, in the opinion of the Company's counsel, may be required by 
federal and applicable state securities laws.

          (b)  No shares of Common Stock shall be issued upon the exercise of 
any option unless and until counsel for the Company determines that:  (i) the 
Company and the optionee have satisfied all applicable requirements under the 
Securities Act of 1933 and the Securities Exchange Act of 1934; (ii) any 
applicable listing requirement of any stock exchange on which the Company's 
Common Stock is listed has been satisfied; and (iii) all other applicable 
provisions of state and federal law have been satisfied.

     9.   AMENDMENT.  The Board may terminate the Plan or amend the Plan from 
time to time in such respects as the Board may deem advisable, except that, 
without the approval of the Company's shareholders 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 7 
hereof;

          (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 10 hereof; or

          (d)  amend this Section 9 to defeat its purpose.



                                       -8-




     10.  TERMINATION.  The Plan shall terminate automatically on August 31, 
1998, and may be terminated at any earlier date by the Board.  No option 
shall be granted hereunder after termination of the Plan, but such 
termination shall not affect the validity of any option then outstanding.

     11.  TIME OF GRANTING OPTIONS.  The date of grant of an option hereunder 
shall, for all purposes, be the date on which the Administrator makes the 
determination granting such option.

     12.  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.

     13.  EFFECTIVE DATE.  This Plan was adopted by the Board of Directors of 
the Company on September 9, 1988, and shall be effective on said date, 
provided the Plan is approved within twelve (12) months of said date by the 
shareholders of the Company in accordance with the requirements of the Code 
and the California General Corporation Law.  Options may be granted, but may 
not be exercised, prior to the date of such shareholder approval.

     14.  COMPANY FINANCIAL INFORMATION.  The Company shall provide all 
optionees on an annual basis with the balance sheet and income statement for 
the then ending financial year to the same extent such information is made 
available to shareholders of the Company.


                                       -9-




                             MACROVISION CORPORATION
                    EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT



                        --------------------------------
                                (DATE OF GRANT)

     MACROVISION CORPORATION, a California corporation (the "Company"), 
does hereby grant to _____________ (the "Employee") a non-transferable 
option to purchase an aggregate of _______ shares of the Company's Common 
Stock, without par value, at the price of _________________ ($_____) per 
share, upon the following terms and conditions:

     1.  TERM OF OPTION.  Notwithstanding any other provision of this 
Agreement, the option granted hereby and all rights of the Employee to 
purchase Common Stock hereunder shall expire with respect to all of the 
shares subject hereto on (10 YEARS) (the "Expiration Date"); provided, 
however that this option shall be subject to termination prior to the 
Expiration Date in accordance with the provisions of Sections 2, 4, and 10 
hereof.

     2.  EXERCISE SCHEDULE.  Subject to the remaining provisions of this 
Agreement, the option shall be exercisable in accordance with the following 
schedule:

     (1/6)    shares on or after (1 year from date of grant or employment)
     (1/3)    additional shares on or after (2 years from date of grant or
employ)
     (1/2)    additional shares on or after (3 years from date of grant or
employ)

     The dates appearing in the above schedule refer to the earliest dates on 
which the option may be exercised with respect to the number of shares set 
forth therein, and the option may be exercised with respect to all or any 
part of such shares at any time (prior to the Expiration Date or earlier 
termination of this option) on or after such dates.  The Employee must be and 
remain in the employ of the Company, or of any parent corporation or 
subsidiary corporation of the Company (as defined in Internal Revenue Code 
Sections 424(e) and (f), during the entire period commencing with the date of 
grant of this option and ending with each of the dates appearing in the above 
schedule in order to exercise the option with respect to the number of shares 
set forth next to each such date.

     3.   ACCELERATED EXERCISE.  The Company and University National Bank & Trust Company, Trustee (the "Purchaser") are parties to a Stock and 
Convertible Note Purchase Agreement dated May 24, 1991 (the "Purchase 
Agreement").  In the event that the Purchaser makes an offer pursuant to 
Section 8.4 of the Purchase Agreement to purchase all of the shares of Common 
Stock covered by the option granted hereby, then, notwithstanding Section 2 
hereof, options granted hereunder that have not lapsed, terminated or been 
exercised prior to the date of such offer shall be fully


  



exercisable as of the date such offer is made and may be exercised with 
respect to all or any part of such shares at any time (prior to the 
Expiration Date or earlier termination of this option) on or after such date.

     4.   RIGHTS ON TERMINATION OF EMPLOYMENT.  Upon the termination of the 
Employee's employment with the Company or with any parent or subsidiary 
corporation of the Company, the Employee's right to exercise this option, to 
the extent it is otherwise then exercisable pursuant to Section 2 hereof, 
shall be limited in the following manner:

     (a)  DEATH.  If the Employee's employment is terminated by death, the 
Employee's estate shall have the right, for a period of twelve (12) months 
following the date of the Employee's death, to exercise the option to the 
extent it was exercisable by the Employee on the date of death.  The 
Employee's estate shall mean the Employee's legal representative upon death 
or any person who acquires the right to exercise the option by reason of such 
death under the Employee's will or the laws of intestate succession.

     (b)  RETIREMENT.  If the Employee's employment is terminated by 
voluntary retirement at or after reaching sixty-five (65) years of age, the 
Employee may, within three (3) months following such termination, exercise 
the option to the extent it was exercisable by the Employee on the date of 
such termination.  The option shall terminate upon the expiration of such 
three (3) month period unless the Employee dies prior thereto, in which event 
the Employee shall be treated as though the Employee had died on the date of 
retirement and the provisions of Section 4(a) shall apply.

     (c)  DISABILITY.  If the Employee's employment is terminated because of 
a permanent and total disability (as defined in Internal Revenue Code Section 
22 (e)(3)), the Employee or the Employees estate may, within twelve (12) 
months following such termination, exercise the option to the extent it was 
exercisable by the Employee on the date of such termination.

     (d)  OTHER TERMINATION.  If the Employee's employment is terminated for 
any reason other than those provided in subsection (a), (b) and (c) above, 
the Employee may, within three (3) months  following such termination, 
exercise the option to the extent it was exercisable by the Employee on the 
date of such termination.  The option shall terminate upon the expiration of 
such three (3) month period.

     (e)  TRANSFER TO RELATED CORPORATION.  In the event the 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


                                       2





subsidiary corporation, the Employee shall be deemed to continue as 
an employee of the Company for all purposes of this Agreement.

     5.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

     (a)  Subject to any required action by the Company's shareholders, the 
number of shares of Common Stock covered by the option granted hereby and the 
exercise 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."

     (b)  Subject to any required action by the Company's shareholders, if 
the Company shall be the surviving corporation in any merger or 
consolidation, the option granted hereby shall pertain and apply to the 
securities to which a holder of the number of shares subject to the 
unexercised portion of this option would have been entitled.  A dissolution 
or liquidation of the Company or a merger or consolidation involving the 
Company in which the Company is not the surviving corporation shall cause 
this option to terminate on the effective date of any such event, unless the 
surviving corporation in the case of a merger or consolidation assumes 
outstanding options or replaces them with substitute options having 
substantially similar terms and conditions.  Notwithstanding Section 2 
hereof, options granted hereunder that have not lapsed, terminated, or been 
exercised prior to the date of dissolution or liquidation of the Company or 
of a merger or consolidation involving the Company in which the Company is 
not the surviving corporation shall be fully exercisable for a period of ten 
(10) days prior to the effective date of any such liquidation, dissolution 
merger or consolidation unless such options are assumed or substituted by the 
continuing or surviving corporation.

     (c)  To the extent that the foregoing adjustments relate to stock or 
securities of the company, such adjustments shall be made by the Company's 
Board of Directors ("Board"), whose determination in that respect shall be 
final, binding and conclusive.  The Company agrees to give notice of any such 
adjustment to the Employee, provided, however, that any such adjustment shall 
be effective and binding for all purpose hereof whether or not such notice is 
given or received.

     (d)  Except as hereinabove expressly provided in this Section 5, the 
Employee shall have no 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


                                       3



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 exercise price of shares subject to the option 
granted hereunder.

     (e)  The grant of the option hereby 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.

     6.   MANNER OF EXERCISE.  The option granted hereby shall be exercised 
by the Employee by giving written notice to the Company, in substantially the 
form attached hereto as Exhibit A, which notice shall specify the number of 
shares of Common Stock which the Employee elects to purchase.  Additionally, 
the Employee shall execute and deliver an Investment Representation Letter, 
in the form of Exhibit B attached hereto.  Upon receipt of such notice of 
exercise and of payment of the purchase price, the Company shall, as soon as 
reasonably possible and subject to all other provisions hereof, deliver 
certificates for the shares of Common Stock so purchased, registered in the 
Employee's name or in the name of his legal representative.  Payment of the 
purchase price upon any exercise of the option granted hereby shall be made 
by check or in cash.

     7.   NON-TRANSFERABLE.  During the lifetime of the Employee, the option 
granted to the Employee hereunder shall be exercisable only by the Employee 
and shall not be transferable or assignable by the Employee in whole or in 
part otherwise than by will or the laws of descent and distribution.  If the 
Employee shall make any purported transfer or assignment of the Employee's 
option hereunder, such assignment shall be null and void and of no force or 
effect whatsoever and the Company shall have the right to terminate this 
Agreement as of the date of any such purported transfer or assignment.

     8.   COMPLIANCE WITH SECURITIES AND OTHER LAWS.  As a condition to the 
exercise in whole or in part of the option granted hereby, each notice of 
exercise shall include a representation by the purchaser that such purchaser 
intends to acquire the shares of Common Stock specified therein for 
investment, for such purchaser's own account and not with a view to, or for 
sale in connection with, any distribution of such shares.  The Company shall 
not be obligated to deliver any shares of Common Stock hereunder for such 
period as may reasonably be required for it to comply with any applicable 
requirements of: (i) the Securities Act of 1933; (ii)  the Securities 
Exchange Act of 1934; (iii) applicable state securities laws; (iv)  any 
applicable listing requirement of any stock exchange on which the Company's 
Common Stock is then listed; and (v)


                                       4



any other law or regulation applicable to the issuance of such shares.  
Shares of Common Stock issued pursuant to exercise of this option shall 
include the following legends and such other legends as in the opinion of the 
Company's counsel may be required by the securities laws of any state in 
which the Employee resides:
     
     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
     REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE 
     SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE, TRANSFER, PLEDGE OR 
     OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A TRANSACTION 
     REGISTERED UNDER SAID ACT OR (ii) IF AN EXEMPTION FROM REGISTRATION 
     UNDER SAID ACT IS AVAILABLE AND IS ESTABLISHED TO THE SATISFACTION OF 
     THE ISSUER.
          
     IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR 
     ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT 
     THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATION OF THE 
     STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.
     
     9.   NO RIGHT TO CONTINUED EMPLOYMENT.  Nothing contained in this 
Agreement shall:  (i) confer upon the Employee any right with respect to the 
continuance of employment by the Company or by any parent or subsidiary 
corporation of the Company; or (ii) limit in any way the right of the Company 
or of any parent or subsidiary corporation to terminate the Employee's 
employment at any time.

     10.  OPTION SUBJECT TO TERMS OF PLAN.  In addition to the provision 
hereof, this Agreement and the option granted hereby are governed by, and 
subject to the terms and conditions of, the Macrovision Corporation Stock 
Option Plan, as adopted effective September 9, 1988, as amended (the 
"Plan").  The Employee acknowledges receipt of a copy of the Plan (a copy 
of which is attached hereto as Exhibit C).  The Employee represents that he 
is familiar with the terms and conditions of the Plan, and hereby accepts the 
option granted hereby subject to all of the terms and conditions thereof, 
which terms and conditions shall control to the extent inconsistent in any 
respect with the provisions of this Agreement.  The Employee hereby agrees to 
accept as binding, conclusive and final all decisions and interpretations of 
the Board, or other administrator of the Plan, as to any questions arising 
under the Plan or under this Agreement. This Agreement, as supplemented by 
the Plan, shall bind and inure to the benefit of the Company and its 
successors and assigns, and the Employee and the Employee's estate in the 
event of death.

     11.  NOTICES.  All notices and other communications of any kind which 
either party to this Agreement may be required or may desire to serve on the 
other party


                                       5



hereto in connection with this Agreement shall be in writing and may be 
delivered by personal service or by registered or certified mail, return 
receipt requested, deposited in the United States mail with the postage 
thereon fully prepaid, addressed to the parties at the addresses indicated on 
the signature page hereof.  Service of any such notice or other communication 
so made by mail shall be deemed complete on the date of actual delivery as 
shown by the addressee's registry or certification receipt or at the 
expiration of the third (3rd) business day after the date of mailing, 
whichever is earlier in time.  Either party may from time to time by notice 
in writing served upon the other as aforesaid, designate a different mailing 
address or a different person to which such notices or other communications 
are thereafter to be addressed or delivered.

     12.  INDEPENDENT TAX ADVICE.  The Employee agrees that Employee has or 
will obtain the advice of independent tax counsel regarding the federal and 
state income tax consequences of the receipt and exercise of the option 
granted hereby and of the disposition of Common Stock acquired upon exercise 
hereof, including advice regarding the imposition of the alternative minimum 
tax on tax preferences generated by exercise of stock options and regarding 
any holding period requirements for preferential tax treatment.  The Employee 
acknowledges that he has not relied and will not rely upon any advice or 
representations by the Company or by its employees or representatives with 
respect to the tax treatment of options granted hereunder.

                                                 Date of Grant
                                                 
                                                 -----------------


                                                 MACROVISION CORPORATION
                                                 1341 Orleans Drive
                                                 Sunnyvale, California 94089


                                                 By:
                                                    --------------------------
                                                  William A. Krepick, President

AGREED TO AND ACCEPTED:

                                                 -----------------------------
                                                 Employee


                                                 -----------------------------
                                                 (printed name and address)


                                       6



                                   EXHIBIT A


                          FORM OF NOTICE OF EXERCISE
                          OF MACROVISION CORPORATION
                            INCENTIVE STOCK OPTION


MACROVISION CORPORATION
1341 Orleans Drive
Sunnyvale, California 94089

Gentlemen:

     I hereby exercise the right to purchase __________ shares of Common 
Stock, without par value, of MACROVISION CORPORATION, under the terms of the 
option granted to me on _____________________, 19____ pursuant to the 
Employee Incentive Stock Option Agreement, dated as of said grant date.  This 
exercise of said option and the purchase and delivery of said shares shall be 
subject to all the terms and conditions of such Employee Incentive Stock 
Option Agreement.

     I enclose my check for $________________ in full payment of the purchase 
price of said shares.  Please register said shares in my name.

     I hereby represent and agree that I am purchasing the shares for my own 
account and not with a view to, or for sale in connection with, any 
distribution of the shares, and that I will not sell the shares without 
registration under the Securities Act of 1933 or an exemption therefrom and 
in compliance with applicable state securities laws.

     Dated: _______________________, 19____

                                                 -----------------------------
                                                 (signature)

                                                 -----------------------------

                                                 -----------------------------

                                                 -----------------------------
                                                 (print name and home address)


                                       7




                                   EXHIBIT B

                        INVESTMENT REPRESENTATION LETTER


Macrovision Corporation
1341 Orleans Drive
Sunnyvale, California 94089

Gentlemen:

     In connection with the exercise by me of a stock option to purchase 
____________ shares of the Common Stock (the "Shares") of Macrovision 
Corporation (the "Company"), I hereby represent to you the following:

     1.  I understand that the Shares are highly speculative and that there 
can be no assurance as to what return, if any, there may be on my investment. 
 I have evaluated the risks of making this investment in the Shares, have 
determined that such investment is consistent with my investment objectives, 
have the ability to bear the economic risk of such investment and can afford 
a complete loss of the purchase price of the Shares.

     2.  I have made an informed, independent judgment with respect to the 
desirability of purchasing the Shares from the Company.  I have, 
independently and without reliance upon the Company or any representations or 
statements made by the Company or its representatives, made my own analysis 
and decision to purchase the Shares.  Neither the Company nor any of its 
representatives have made any representations or warranties to me, and no 
prior or future acts by the Company or its representatives shall be deemed to 
constitute representations or warranties by the Company.

     3.  I am acquiring the Shares for my own account for investment purposes 
only and not with a view to, or for the resale in connection with, any 
"distribution" thereof for purposes of the Securities Act of 1933, as 
amended (the "Act").

     4.  I understand that the Shares must be held INDEFINITELY unless 
subsequently registered under the Act and qualified under applicable state 
securities laws or unless an exemption from such registration and 
qualification is applicable to any subsequent transfer.  I hereby agree that 
the Shares will not be sold without registration under the Act and 
qualification under applicable state securities laws or exemption therefrom.  
I understand that the Company has no present plans for registration or 
qualification of


                                       8



the Shares and that it has no obligation to register or to qualify the Shares 
for any future sale thereof by me.

     5.  I understand that the certificates evidencing the Shares to be held 
by me will bear the legends set forth below and may bear certain additional 
legends required under applicable state securities law:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF
     1933, AS AMENDED, AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION
     THEREOF MAY BE MADE ONLY (i) IN A TRANSACTION REGISTERED UNDER SAID ACT OR
     (ii) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE AND IS
     ESTABLISHED TO THE SATISFACTION OF THE ISSUER.
     
     IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
     INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE
     PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
     CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.
     
     6.  I further understand that there is no market for the Shares and 
there may never be a market for the Shares, and that even if a market 
develops for the Shares, as a result of the foregoing restrictions on 
transfer and the representations and warranties hereunder, I may not be able 
to sell or dispose of the Shares, and that I may thus have to bear the risk 
of my investment in the Shares for a substantial period of time, or forever.

     7.  I acknowledge that no one is acting as my representative in this 
purchase.

     8.  I agree that the Company may note upon its stock transfer records a 
"stop transfer order" with respect to the Shares in order to enforce the 
restrictions on transfer hereinabove described.  I understand and agree that 
any and all share certificates issued by the Company to me in connection with 
the proposed purchase may bear the restrictive legends hereinabove described. 
 I further agree that the Company shall not be liable for any refusal to 
transfer the Shares upon the books of the Company, except in compliance with 
the terms and conditions of such restrictions.

     9.  I agree to indemnify and save and hold harmless the Company, its 
successors and assigns, and their officers, directors and controlling 
persons, if any, against any loss, claim, damage, liability, cost and expense 
arising out of a breach by the undersigned of any of the foregoing 
representations, warranties and covenants,



                                       9



whether under the Act, as the same may be amended from time to time, the 
securities laws of any state, or otherwise.  Finally, I agree that the terms 
and conditions of this letter shall also bind upon my heirs, assigns and 
legal representatives.

     10.  I am a resident of _______________________, County and am 
purchasing the Shares in the State of California.

     Executed this _______ day of __________________, 199__ at _____________ 
______________, California.


                                                 -----------------------------
                                                 Signature
Address:

-------------------------------

-------------------------------



                                       10



                                   EXHIBIT C

                            MACROVISION CORPORATION
                              STOCK OPTION PLAN

                    As Adopted Effective September 9, 1988;
                          Amended September 22, 1988:
                          Amended September 13, 1990;
                     Amended and Restated February 6, 1992;


     1. PURPOSE. The purpose of the MACROVISION CORPORATION STOCK OPTION PLAN 
(the "Plan") is to grant to selected employees, directors, and consultants 
of Macrovision Corporation, a California corporation (the "Company") and 
its subsidiaries and affiliates, a favorable opportunity to acquire Common 
Stock of the Company, thereby encouraging such persons to accept or continue 
a qualifying relationship with the Company; increasing the interest of such 
persons in the Company's welfare through participation in the growth and 
value of the Common Stock; and furnishing such persons with an incentive to 
improve operations and increase profits of the Company.

     To accomplish the foregoing objectives, this Plan provides a means 
whereby employees, directors, and consultants may receive options to purchase 
Common Stock. Options granted under this Plan will be either nonstatutory 
stock options (subject to federal income taxation upon exercise) or incentive 
stock options (generally not subject to immediate federal income taxation 
upon exercise).

     2. ADMINISTRATION. The Plan shall be administered by the Board of 
Directors of the Company (the "Board"), or by a committee appointed by the 
Board which shall not have less than two (2) members (in either case, the 
"Administrator"). No option shall be granted to a director or officer of 
the Company except (i) by the Board when all of its members are disinterested 
persons, or (ii) by an Administrator other than the Board when the 
Administrator is composed of two (2) or more directors having full authority 
to act in the matter and each member of the Administrator is a disinterested 
person. "Disinterested person", for this purpose, shall mean a person who, 
at the time he exercises discretion in administering the Plan, has not at any 
time within one (1) year prior thereto been granted or awarded selection as a 
person to whom stock may be allocated or to whom stock options or stock 
appreciation rights may be granted pursuant to the Plan or any other plan of 
the Company or any of its affiliates entitling the participants therein to 
acquire stock, stock options or stock appreciation rights of the Company or 
any of its affiliates. The Administrator may delegate nondiscretionary 
administrative


                                       11



duties to such employees of the Company as it deems proper. Subject to the 
provisions of the Plan, the Administrator shall have the sole authority, in 
its discretion:

          (a) to determine to which of the eligible individuals, and the time 
or times at which, options to purchase Common Stock of the Company shall be 
granted;

          (b) to determine the number of shares of Common Stock to be subject 
to options granted to each eligible individual;

          (c) to determine the price to be paid for the shares of Common 
Stock upon the exercise of each option;

          (d) to determine the term and the exercise schedule of each option;

          (e) to determine the terms and conditions of each stock option 
agreement (which need not be identical) entered into between the Company and 
any eligible individual to whom the Administrator has granted an option;

          (f) to interpret the Plan;

          (g) to accelerate the exercise date or schedule with respect to any 
option granted under the Plan or, with the consent of the holder thereof, to 
modify or amend any such option; and

          (h) to make all determinations deemed necessary or advisable for 
the administration of the Plan.

     3. ELIGIBILITY. Every individual who at the date of grant is an employee 
of the Company or of any parent or subsidiary of the Company (as defined in 
Section 5.1(c) below) is eligible to receive incentive stock options and 
nonstatutory stock options to purchase Common Stock under 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. Every 
individual who at the date of grant is a consultant to, or a non-employee 
director of, the Company or of any affiliate of the Company (as defined in 
Section 150 of California Corporations Code) is eligible to receive 
nonstatutory stock options to purchase Common Stock under this Plan, but 
shall not be eligible to receive incentive stock options. The term 
"consultant" includes individuals employed by, or otherwise affiliated 
with, a person providing consulting services to the Company.  Notwithstanding 
the above, neither A. Victor Farrow nor John O. Ryan shall be eligible to 
receive any stock options under this Plan, and Eugene Eidenberg shall be 
eligible to receive stock options under this Plan for eighty-three


                                       12



thousand two hundred seventeen (83,217) shares (subject to adjustment as 
provided in Section 7 hereof) only.

     4. COMMON STOCK SUBIECT TO PLAN.

     (a) There shall be reserved for issue upon the exercise of options 
     granted under the Plan one million seven hundred fifty thousand 
     (1,750,000) shares of Common Stock, subject to adjustment as provided 
     in Section 7 hereof. If an option granted under the 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.
     
     (b) Notwithstanding any other provisions of this Plan, the aggregate 
     number of shares of Common Stock subject to outstanding options granted 
     under this Plan, plus the aggregate number of shares issued upon the 
     exercise of all options granted under this Plan, shall never be 
     permitted to exceed the number of shares specified in the first 
     sentence of Section 4(a) above.

     5. TERMS OF OPTIONS. Each option granted under the Plan shall be 
evidenced by a stock option agreement between the individual to whom the 
option is granted (the "optionee") and the Company. Each such agreement 
shall designate the option thereby granted as an incentive stock option, a 
nonstatutory stock option or in part an incentive stock option and in part a 
nonstatutory stock option. Each such agreement shall be subject to the terms 
and conditions set forth in Section 5.1, and to such other terms and 
conditions not inconsistent therewith as the Administrator may deem 
appropriate in each case. Incentive stock options shall be subject also to 
the terms and conditions set forth in Section 5.2.

     5.1 TERMS AND CONDITIONS TO WHICH ALL OPTIONS ARE SUBJECT. All options 
granted under this Plan shall be subject to the following terms and 
conditions:

     (a) TERM OF OPTIONS. The period or periods within which an option 
     may be exercised shall be determined by the Administrator at the time 
     the option is granted, and such period or periods may be amended 
     subsequently only by written mutual agreement of the Company (at the 
     direction of the Administrator) and the optionee. In no event shall 
     such period extend beyond ten (10) years from the date the option is 
     granted in the case of an incentive stock option or ten (10) years and 
     one (1) week from the date the option is granted in the case of a 
     nonstatutory stock option.

     (b) EXERCISE PRICE. The price to be paid for each share of Common 
     Stock upon the exercise of an option shall be determined by the 
     Administrator at the time the option is granted, but shall in no event 
     be less than eighty-five percent (85%) in the case of a nonstatutory 
     stock option, and one hundred percent (100%) in the case of an 
     incentive stock option, of the fair market value of a share of Common 
     Stock on the date the option 


                                       13



     is granted. 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 mean of the closing bid and asked prices 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.

     (c) MORE THAN TEN PERCENT SHAREHOLDERS. No option shall be granted to 
     any individual who, at the time such option would be granted, owns 
     stock possessing more than ten percent (10%) of the total combined 
     voting power of all classes of outstanding capital stock of the 
     Company, or of any parent corporation or subsidiary corporation of the 
     Company, unless the exercise price (as provided in Section 5.1(b) 
     hereof) is not less than one hundred percent (100%) in the case of a 
     nonstatutory stock option, one hundred ten percent (110%) in the case 
     of an incentive stock option, of the fair market value of the Common 
     Stock on the date the option is granted, and in the case of an 
     incentive stock option the period within which the option may be 
     exercised (as provided in Section 5.1(a) hereof) does not exceed five 
     (5) years from the date the option is granted. As used in this Plan, 
     the terms "parent corporation" and "subsidiary corporation" shall 
     have the meanings set forth in Sections 425(e) and (f), respectively, 
     of the Internal Revenue Code of 1986, as amended (the "Code").  For 
     purposes of this Section 5.1(c), in determining stock ownership, an 
     optionee shall be considered as owning the voting capital stock owned, 
     directly or indirectly, by or for his brothers and sisters, spouse, 
     ancestors and lineal 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 
     shareholders, partners or beneficiaries, as applicable. Common Stock 
     with respect to which any such optionee holds an option shall not be 
     counted. Additionally, for purposes of this Section 5.1(c), outstanding 
     capital stock shall include all capital stock actually issued and 
     outstanding immediately after the grant of the option to the optionee.  
     Outstanding capital stock shall not include capital stock authorized 
     for issue under outstanding options held by the optionee or by any 
     other person.

     (d) METHOD OF PAYMENT FOR COMMON STOCK. The exercise price for each 
     share of Common Stock purchased under an option shall be paid in full 
     in cash at the time of purchase.

                                       14



     (e) NONTRANSFERABILITY. All options shall be nontransferable, except by 
     will or the laws of descent and distribution, and shall be exercisable 
     during the lifetime of the optionee only by the optionee.
     
     (f) REPURCHASE OF STOCK. If provided in the stock option agreement, at 
     the discretion of the Administrator, the stock to be delivered pursuant 
     to the exercise of any option granted under this Plan may be subject to 
     a right of repurchase in favor of the Company with respect to any 
     optionee whose relationship with the Company is terminated. Such right 
     of repurchase shall be at the option exercise price and shall expire at 
     such time or times as set by the Administrator. Determination of the 
     number of shares subject to such right of repurchase shall be made as 
     of the date the optionee's relationship with the Company terminates.

     (g) WITHHOLDING AND EMPLOYMENT TAXES. At the time of exercise of an 
     option, the optionee shall remit to the Company in cash the amount of 
     any and all applicable federal and state withholding and employment 
     taxes.
     
     5.2 ADDITIONAL TERMS AND CONDITIONS TO WHICH INCENTIVE STOCK OPTIONS ARE
SUBIECT. Options granted under this Plan which are designated as incentive stock
options shall be subject to the following additional terms and conditions:


     (a) ANNUAL LIMITATION. The aggregate fair market value (determined as 
     of the date an incentive stock option is granted) of the stock with 
     respect to which incentive stock options granted are exercisable for 
     the first time by an employee during any one (1) calendar year (under 
     this Plan and under all other incentive stock option plans of the 
     Company and of any parent or subsidiary corporation) shall not exceed 
     One Hundred Thousand Dollars ($100,000).

     (b) DEATH. Upon the death of an employee, any incentive stock option 
     which such employee holds may be exercised, within such period after 
     the date of death as the Administrator shall prescribe in the stock 
     option agreement, by the employee's representative or by the person 
     entitled thereto under the employee's will or the laws of intestate 
     succession.

     (c) DISABILITY. Upon the permanent and total disability of an employee 
     (as defined in Section 105(d)(4) of the Code), any incentive stock 
     option which the employee holds may be exercised by the employee within 
     such period after the date of termination of employment resulting from 
     such disability (not to exceed twelve (12) months) as the Administrator 
     shall prescribe in the stock option agreement. The option shall 
     terminate upon the expiration of such prescribed period, unless the 
     employee dies prior thereto, in which event the provisions of Section 
     5.2(b) hereof shall apply.


                                       15



     (d) RETIREMENT. Upon the voluntary retirement of an employee at or 
     after reaching sixty-five (65) years of age, an incentive stock option 
     may be exercised by such employee with respect to all or any portion of 
     the balance of the Common Stock subject thereto within such period 
     after the date of retirement (not to exceed three (3) months) as the 
     Administrator shall prescribe in the stock option agreement.  The 
     option shall terminate upon the expiration of such prescribed period, 
     unless the employee dies prior thereto, in which event the provisions 
     of Section 5.2(b) hereof shall apply.

     (e) 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.

     (f) OTHER SEVERANCE. In the event an employee leaves the employ of the 
     Company for any reason other than as set forth in subsections (b) 
     through (e), above, any incentive stock option which such employee 
     holds may be exercised by such employee with respect to all or any 
     portion of the balance of the Common Stock subject thereto within such 
     period after the date of severance (not to exceed three (3) months) as 
     the Administrator shall prescribe in the stock option agreement.

     (g) DISQUALIFYINQ DISPOSITIONS. If Common stock acquired by exercise of 
     an incentive stock option granted pursuant to this Plan is disposed of 
     within two (2) years from the date of grant of the option or within one 
     (1) year after the transfer of the Common Stock to the optionee, the 
     holder of the Common Stock immediately prior to the disposition 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.

     6. STOCK ISSUANCE AND RIQHTS AS SHAREHOLDER. Notwithstanding any other
provisions of the Plan, no optionee shall have any of the rights of a
shareholder (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 optionee shall both have paid the exercise price for the Common
Stock 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.

     7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.


                                       16



     (a) Subject to any required action by the Company's shareholders, the 
     number of shares of Common Stock covered by this Plan as provided in 
     Section 4, the number of shares covered by each outstanding option 
     granted hereunder and the exercise 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."
     
     (b) Subject to any required action by the Company's shareholders, if 
     the Company shall be the surviving corporation in any merger or 
     consolidation, each outstanding option shall pertain and apply to the 
     securities to which a holder of the number of shares subject to the 
     option 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 option to terminate, 
     unless the surviving corporation in the case of a merger or 
     consolidation assumes outstanding options or replaces them with 
     substitute options having substantially similar terms and conditions; 
     provided, however, that if an outstanding option 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 stock 
     option 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 
     option shall be exercisable as to all of the shares covered by the 
     portion of the option that previously has not lapsed, terminated, or 
     been exercised, notwithstanding any exercise schedule provided in the 
     stock option agreement.
     
     (c) 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.
     
     (d) Except as hereinabove expressly provided in this Section 7, no 
     optionee 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 
     option granted hereunder.
     
     (e) The grant of an option pursuant to this Plan shall not affect in 
     any way the right or power of the Company to make adjustments, 
     reclassifications, reorganizations or

                                       17



     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.
     
     8. SECURITIES LAW REQUIREMENTS.
     
     (a) The Administrator may require an individual as a condition of the grant
     and of the exercise of an option, to represent and establish to the
     satisfaction of the Administrator that all shares of Common Stock to be
     acquired upon the exercise of such option will be acquired for investment
     and not for resale. The Administrator shall cause such legends to be placed
     on certificates evidencing shares of Common Stock issued upon exercise of
     an option as, in the opinion of the Company's counsel, may be required by
     federal and applicable state securities laws.
     
     (b) No shares of Common Stock shall be issued upon the exercise of any
     option unless and until counsel for the Company determines that: (i) the
     Company and the optionee have satisfied all applicable requirements under
     the Securities Act of 1933 and the Securities Exchange Act of 1934; (ii)
     any applicable listing requirement of any stock exchange on which the
     Company's Common Stock is listed has been satisfied; and (iii) all other
     applicable provisions of state and federal law have been satisfied.

     9. AMENDMENT. The Board may terminate the Plan or amend the Plan from time
to time in such respects as the Board may deem advisable, except that, without
the approval of the Company's shareholders 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 7 hereof;
     
     (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 10 hereof; or
     
     (d) amend this Section 9 to defeat its purpose.

     10. TERMINATION. The Plan shall terminate automatically on August 31, 
1998, and may be terminated at any earlier date by the Board. No option shall 
be granted hereunder after termination of the Plan, but such termination 
shall not affect the validity of any option then outstanding.

     11. TIME OF GRANTING OPTIONS. The date of grant of an option hereunder 
shall, for all purposes, be the date on which the Administrator makes the 
determination granting such option.


                                       18



     12. 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.

     13. EFFECTIVE DATE. This Plan was adopted by the Board of Directors of 
the Company on September 9, 1988, and shall be effective on said date, 
provided the Plan is approved within twelve (12) months of said date by the 
shareholders of the Company in accordance with the requirements of the Code 
and the California General Corporation Law. Options may be granted, but may 
not be exercised, prior to the date of such shareholder approval.

     14. COMPANY FINANCIAL INFORMATION. The Company shall provide all 
optionees on an annual basis with the balance sheet and income statement for 
the then ending financial year to the same extent such information is made 
available to shareholders of the Company.


                                       19




                            MACROVISION CORPORATION
                      NONSTATUTORY STOCK OPTION AGREEMENT

                            -------------------
                              (DATE OF GRANT)

     MACROVISION CORPORATION, a California corporation (the "Company"), 
does hereby grant to _____________ (the "Optionee") a non-transferable 
option to purchase an aggregate of _______ shares of the Company's Common 
Stock, without par value, at the price of _________________ ($_____) per 
share, upon the following terms and conditions:

     1.  TERM OF OPTION.  Notwithstanding any other provision of this 
Agreement, the option granted hereby and all rights of the Optionee to 
purchase Common Stock hereunder shall expire with respect to all of the 
shares subject hereto on (10 YEARS) (the "Expiration Date"); provided, 
however that this option shall be subject to termination prior to the 
Expiration Date in accordance with the provisions of Sections 2, 4, and 10 
hereof.

     2.  EXERCISE SCHEDULE.  Subject to the remaining provisions of this 
Agreement, the option shall be exercisable in accordance with the following 
schedule:

                   on or after
     --------------            ----------------

The dates appearing in the above schedule refer to the earliest dates on 
which the option may be exercised with respect to the number of shares set 
forth therein, and the option may be exercised with respect to all or any 
part of such shares at any time (prior to the Expiration Date or earlier 
termination of this option) on or after such dates.  The Optionee must be and 
remain in the employ of the Company, or of any parent corporation or 
subsidiary corporation of the Company (as defined in Internal Revenue Code 
Sections 424(e) and (f), during the entire period commencing with the date of 
grant of this option and ending with each of the dates appearing in the above 
schedule in order to exercise the option with respect to the number of shares 
set forth next to each such date.

     3.   ACCELERATED EXERCISE.  The Company and University National Bank & Trust Company, Trustee (the "Purchaser") are parties to a Stock and 
Convertible Note Purchase Agreement dated May 24, 1991 (the "Purchase 
Agreement").  In the event that the Purchaser makes an offer pursuant to 
Section 8.4 of the Purchase Agreement to purchase all of the shares of Common 
Stock covered by the option granted hereby, then, notwithstanding Section 2 
hereof, options granted hereunder that have not lapsed, terminated or been 
exercised prior to the date of such offer shall be fully exercisable as of 
the date such offer is made and may be exercised with respect to all or any 
part of such shares at any time (prior to the Expiration Date or earlier 
termination of this option) on or after such date.







     4.   RIGHTS ON TERMINATION OF EMPLOYMENT.  If the Optionee ceases to be 
an employee of the Company or of any affiliate of the Company prior to 
exercise in full, lapse or termination of this option, the Optionee's right 
to exercise this option, to the extent it is otherwise then exercisable 
pursuant to Section 2 hereof, shall be limited in the following manner:

     (a)  DEATH.  If the Optionee's employment is terminated by death, the 
Optionee's estate shall have the right, for a period of twelve (12) months 
following the date of the Optionee's death, to exercise the option to the 
extent it was exercisable by the Optionee on the date of death.  The 
Optionee's estate shall mean the Optionee's legal representative upon death 
or any person who acquires the right to exercise the option by reason of such 
death under the Optionee's will or the laws of intestate succession.

     (b)  RETIREMENT.  If the Optionee's employment is terminated by 
voluntary retirement at or after reaching sixty-five (65) years of age, the 
Optionee may, within three (3) months following such termination, exercise 
the option to the extent it was exercisable by the Optionee on the date of 
such termination.  The option shall terminate upon the expiration of such 
three (3) month period unless the Optionee dies prior thereto, in which event 
the Optionee shall be treated as though the Optionee had died on the date of 
retirement and the provisions of Section 4(a) shall apply.

     (c)  DISABILITY.  If the Optionee's employment is terminated because of 
a permanent and total disability (as defined in Internal Revenue Code Section 
22 (e)(3)), the Optionee or the Optionee's estate may, within twelve (12) 
months following such termination, exercise the option to the extent it was 
exercisable by the Optionee on the date of such termination.

     (d)  OTHER TERMINATION.  If the Optionee ceases to be an employee for 
any reason other than those provided in subsections (a), (b) or (c) above, 
the option shall terminate on the date the Optionee ceases to be an employee.

     (e)  TRANSFER TO RELATED CORPORATION.  In the event the Optionee ceases 
to be an employee of the Company in order to become an employee of any parent 
or subsidiary corporation of the Company or if the Optionee leaves the employ 
of any such parent or subsidiary corporation to become an employee of the 
Company or of another parent or subsidiary corporation, the Optionee shall be 
deemed to continue as an employee of the Company for all purposes of this 
Agreement.

     5.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

     (a)  Subject to any required action by the Company's shareholders, the 
number of shares of Common Stock covered by the option granted hereby and the 
exercise price thereof shall be proportionately adjusted for any increase or 
decrease in


                                       2




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."

     (b)  Subject to any required action by the Company's shareholders, if 
the Company shall be the surviving corporation in any merger or 
consolidation, the option granted hereby shall pertain and apply to the 
securities to which a holder of the number of shares subject to the 
unexercised portion of this option would have been entitled.  A dissolution 
or liquidation of the Company or a merger or consolidation involving the 
Company in which the Company is not the surviving corporation shall cause 
this option to terminate on the effective date of any such event, unless the 
surviving corporation in the case of a merger or consolidation assumes 
outstanding options or replaces them with substitute options having 
substantially similar terms and conditions.  Notwithstanding Section 2 
hereof, options granted hereunder that have not lapsed, terminated, or been 
exercised prior to the date of dissolution or liquidation of the Company or 
of a merger or consolidation involving the Company in which the Company is 
not the surviving corporation shall be fully exercisable for a period of ten 
(10) days prior to the effective date of any such liquidation, dissolution 
merger or consolidation unless such options are assumed or substituted by the 
continuing or surviving corporation.

     (c)  To the extent that the foregoing adjustments relate to stock or 
securities of the company, such adjustments shall be made by the Company's 
Board of Directors ("Board"), whose determination in that respect shall be 
final, binding and conclusive.  The Company agrees to give notice of any such 
adjustment to the Optionee, provided, however, that any such adjustment shall 
be effective and binding for all purpose hereof whether or not such notice is 
given or received.

     (d)  Except as hereinabove expressly provided in this Section 5, the 
Optionee shall have no 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 exercise price of shares 
subject to the option granted hereunder.

     (e)  The grant of the option hereby shall not affect in any way the 
right or power of the Company to make adjustments, reclassifications, 
reorganizations or


                                       3



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.

     6.   MANNER OF EXERCISE.  The option granted hereby shall be exercised 
by the Optionee by giving written notice to the Company, in substantially the 
form attached hereto as Exhibit A, which notice shall specify the number of 
shares of Common Stock which the Optionee elects to purchase.  Additionally, 
the Optionee shall execute and deliver an Investment Representation Letter, 
in the form of Exhibit B attached hereto.  Upon receipt of such notice of 
exercise and of payment of the purchase price, the Company shall, as soon as 
reasonably possible and subject to all other provisions hereof, deliver 
certificates for the shares of Common Stock so purchased, registered in the 
Optionee's name or in the name of his legal representative.  Payment of the 
purchase price upon any exercise of the option granted hereby shall be made 
by check or in cash.

     7.   NON-TRANSFERABLE.  During the lifetime of the Optionee, the option 
granted to the Optionee hereunder shall be exercisable only by the Optionee 
and shall not be transferable or assignable by the Optionee in whole or in 
part otherwise than by will or the laws of descent and distribution.  If the 
Optionee shall make any purported transfer or assignment of the Optionee's 
option hereunder, such assignment shall be null and void and of no force or 
effect whatsoever and the Company shall have the right to terminate this 
Agreement as of the date of any such purported transfer or assignment.

     8.   COMPLIANCE WITH SECURITIES AND OTHER LAWS.  As a condition to the 
exercise in whole or in part of the option granted hereby, each notice of 
exercise shall include a representation by the purchaser that such purchaser 
intends to acquire the shares of Common Stock specified therein for 
investment, for such purchaser's own account and not with a view to, or for 
sale in connection with, any distribution of such shares.  The Company shall 
not be obligated to deliver any shares of Common Stock hereunder for such 
period as may reasonably be required for it to comply with any applicable 
requirements of: (i) the Securities Act of 1933; (ii)  the Securities 
Exchange Act of 1934; (iii) applicable state securities laws; (iv)  any 
applicable listing requirement of any stock exchange on which the Company's 
Common Stock is then listed; and (v) any other law or regulation applicable 
to the issuance of such shares.  Shares of Common Stock issued pursuant to 
exercise of this option shall include the following legends and such other 
legends as in the opinion of the Company's counsel may be required by the 
securities laws of any state in which the Optionee resides:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF
     1933, AS AMENDED, AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION
     THEREOF MAY BE MADE ONLY (i) IN A TRANSACTION REGISTERED UNDER SAID ACT OR
     (ii) IF AN

                                       4



     EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE AND IS
     ESTABLISHED TO THE SATISFACTION OF THE ISSUER.
     
     IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
     INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE
     PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATION OF THE STATE OF
     CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.
     
     9.   NO RIGHT TO CONTINUED EMPLOYMENT.  Nothing contained in this 
Agreement shall:  (i) confer upon the Optionee any right with respect 
to the continuance of employment by the Company or by any parent or 
subsidiary corporation of the Company; or (ii) limit in any way the 
right of the Company or of any parent or subsidiary corporation to 
terminate the Optionee's employment at any time.

     10.  OPTION SUBJECT TO TERMS OF PLAN.  In addition to the 
provision hereof, this Agreement and the option granted hereby are 
governed by, and subject to the terms and conditions of, the 
Macrovision Corporation Stock Option Plan, as adopted effective 
September 9, 1988, as amended (the "Plan").  The Optionee 
acknowledges receipt of a copy of the Plan (a copy of which is attached 
hereto as Exhibit C).  The Optionee represents that he is familiar with 
the terms and conditions of the Plan, and hereby accepts the option 
granted hereby subject to all of the terms and conditions thereof, 
which terms and conditions shall control to the extent inconsistent in 
any respect with the provisions of this Agreement.  The Optionee hereby 
agrees to accept as binding, conclusive and final all decisions and 
interpretations of the Board, or other administrator of the Plan, as to 
any questions arising under the Plan or under this Agreement. This 
Agreement, as supplemented by the Plan, shall bind and inure to the 
benefit of the Company and its successors and assigns, and the Optionee 
and the Optionee's estate in the event of death.

     11.  NOTICES.  All notices and other communications of any kind 
which either party to this Agreement may be required or may desire to 
serve on the other party hereto in connection with this Agreement shall 
be in writing and may be delivered by personal service or by registered 
or certified mail, return receipt requested, deposited in the United 
States mail with the postage thereon fully prepaid, addressed to the 
parties at the addresses indicated on the signature page hereof.  
Service of any such notice or other communication so made by mail shall 
be deemed complete on the date of actual delivery as shown by the 
addressee's registry or certification receipt or at the expiration of 
the third (3rd) business day after the date of mailing, whichever is 
earlier in time.  Either party may from time to time by notice in 
writing served upon the other as aforesaid, designate a different 
mailing address or a different person to which such notices or other 
communications are thereafter to be addressed or delivered.



                                       5



     12.  WITHHOLDING AND EMPLOYMENT TAXES.  Upon exercise of any 
option granted hereunder, the Optionee shall remit to the Company in 
cash the amount of any and all applicable federal and state withholding 
and employment taxes.

     13.  INDEPENDENT TAX ADVICE.  The Optionee agrees that Optionee 
has or will obtain the advice of independent tax counsel regarding the 
federal and state income tax consequences of the receipt and exercise 
of the option granted hereby and of the disposition of Common Stock 
acquired upon exercise hereof.  The Optionee acknowledges that he has 
not relied and will not rely upon any advice or representations by the 
Company or by its employees or representatives with respect to the tax 
treatment of options granted hereunder.

     14.  NOT INCENTIVE STOCK OPTION.  This option shall not be 
treated as an Incentive Stock Option.

                                             Date of Grant
                    
                                             ---------------

                                             MACROVISION CORPORATION
                                             1341 Orleans Drive
                                             Sunnyvale, California 94089

                                             By:
                                                ----------------------------
                                                William A. Krepick, President

AGREED TO AND ACCEPTED:

                                             -------------------------------
                                             Optionee

                                             -------------------------------

                                             -------------------------------
                                             (printed name and address)


                                       6



                                    EXHIBIT A


                          FORM OF NOTICE OF EXERCISE
                          OF MACROVISION CORPORATION
                          NONSTATUTORY STOCK OPTION


MACROVISION CORPORATION
1341 Orleans Drive
Sunnyvale, California 94089

Gentlemen:

     I hereby exercise the right to purchase __________ shares of 
Common Stock, without par value, of MACROVISION CORPORATION, under the 
terms of the option granted to me on _____________________, 19____ 
pursuant to the Nonstatutory Stock Option Agreement, dated as of said 
grant date.  This exercise of said option and the purchase and delivery 
of said shares shall be subject to all the terms and conditions of such 
Nonstatutory Stock Option Agreement.

     I enclose my check for $________________ in full payment of the 
purchase price of said shares.  Please register said shares in my name.

     I hereby represent and agree that I am purchasing the shares for 
my own account and not with a view to, or for sale in connection with, 
any distribution of the shares, and that I will not sell the shares 
without registration under the Securities Act of 1933 or an exemption 
therefrom and in compliance with applicable state securities laws.

     Dated: _______________________, 19____


                                              ------------------------------
                                                 (signature)

                                              ------------------------------

                                              ------------------------------

                                              ------------------------------
                                               (print name and home address)



                                       7



                                   EXHIBIT B

                         INVESTMENT REPRESENTATION LETTER


Macrovision Corporation
1341 Orleans Drive
Sunnyvale, California 94089

Gentlemen:

     In connection with the exercise by me of a stock option to purchase 
____________ shares of the Common Stock (the "Shares") of Macrovision 
Corporation (the "Company"), I hereby represent to you the following:

     1.  I understand that the Shares are highly speculative and that there 
can be no assurance as to what return, if any, there may be on my investment. 
 I have evaluated the risks of making this investment in the Shares, have 
determined that such investment is consistent with my investment objectives, 
have the ability to bear the economic risk of such investment and can afford 
a complete loss of the purchase price of the Shares.

     2.  I have made an informed, independent judgment with respect to the 
desirability of purchasing the Shares from the Company.  I have, 
independently and without reliance upon the Company or any representations or 
statements made by the Company or its representatives, made my own analysis 
and decision to purchase the Shares.  Neither the Company nor any of its 
representatives have made any representations or warranties to me, and no 
prior or future acts by the Company or its representatives shall be deemed to 
constitute representations or warranties by the Company.

     3.  I am acquiring the Shares for my own account for investment purposes 
only and not with a view to, or for the resale in connection with, any 
"distribution" thereof for purposes of the Securities Act of 1933, as 
amended (the "Act").

     4.  I understand that the Shares must be held INDEFINITELY unless 
subsequently registered under the Act and qualified under applicable state 
securities laws or unless an exemption from such registration and 
qualification is applicable to any subsequent transfer.  I hereby agree that 
the Shares will not be sold without registration under the Act and 
qualification under applicable state securities laws or exemption therefrom.  
I understand that the Company has no present plans for registration or 
qualification of the Shares and that it has no obligation to register or to 
qualify the Shares for any future sale thereof by me.



                                       8



     5.  I understand that the certificates evidencing the Shares to be held 
by me will bear the legends set forth below and may bear certain additional 
legends required under applicable state securities law:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED 
     WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 
     1933, AS AMENDED, AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION 
     THEREOF MAY BE MADE ONLY (i) IN A TRANSACTION REGISTERED UNDER SAID ACT 
     OR (ii) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE 
     AND IS ESTABLISHED TO THE SATISFACTION OF THE ISSUER.
     
     IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR 
     ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT 
     THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE 
     STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

     6.  I further understand that there is no market for the Shares and 
there may never be a market for the Shares, and that even if a market 
develops for the Shares, as a result of the foregoing restrictions on 
transfer and the representations and warranties hereunder, I may not be able 
to sell or dispose of the Shares, and that I may thus have to bear the risk 
of my investment in the Shares for a substantial period of time, or forever.

     7.  I acknowledge that no one is acting as my representative in this 
purchase.

     8.  I agree that the Company may note upon its stock transfer records a 
"stop transfer order" with respect to the Shares in order to enforce the 
restrictions on transfer hereinabove described.  I understand and agree that 
any and all share certificates issued by the Company to me in connection with 
the proposed purchase may bear the restrictive legends hereinabove described. 
 I further agree that the Company shall not be liable for any refusal to 
transfer the Shares upon the books of the Company, except in compliance with 
the terms and conditions of such restrictions.

     9.  I agree to indemnify and save and hold harmless the Company, its 
successors and assigns, and their officers, directors and controlling 
persons, if any, against any loss, claim, damage, liability, cost and expense 
arising out of a breach by the undersigned of any of the foregoing 
representations, warranties and covenants, whether under the Act, as the same 
may be amended from time to time, the securities laws of any state, or 
otherwise.  Finally, I agree that the terms and conditions of this letter 
shall also bind upon my heirs, assigns and legal representatives.


                                       9



     10.  I am a resident of _______________________, County and am 
purchasing the Shares in the State of California.

     Executed this _______ day of __________________, 199__ at _____________ 
______________, California.



                                                ------------------------------
                                                           Signature

Address:

-------------------------------


-------------------------------


                                       10




                                   EXHIBIT C

                            MACROVISION CORPORATION
                              STOCK OPTION PLAN

                     As Adopted Effective September 9, 1988;
                           Amended September 22, 1988:
                           Amended September 13, 1990;
                     Amended and Restated February 6, 1992;


     1. PURPOSE. The purpose of the MACROVISION CORPORATION STOCK OPTION PLAN 
(the "Plan") is to grant to selected employees, directors, and consultants 
of Macrovision Corporation, a California corporation (the "Company") and 
its subsidiaries and affiliates, a favorable opportunity to acquire Common 
Stock of the Company, thereby encouraging such persons to accept or continue 
a qualifying relationship with the Company; increasing the interest of such 
persons in the Company's welfare through participation in the growth and 
value of the Common Stock; and furnishing such persons with an incentive to 
improve operations and increase profits of the Company.

To accomplish the foregoing objectives, this Plan provides a means whereby 
employees, directors, and consultants may receive options to purchase Common 
Stock. Options granted under this Plan will be either nonstatutory stock 
options (subject to federal income taxation upon exercise) or incentive stock 
options (generally not subject to immediate federal income taxation upon 
exercise).

     2. ADMINISTRATION. The Plan shall be administered by the Board of 
Directors of the Company (the "Board"), or by a committee appointed by the 
Board which shall not have less than two (2) members (in either case, the 
"Administrator"). No option shall be granted to a director or officer of 
the Company except (i) by the Board when all of its members are disinterested 
persons, or (ii) by an Administrator other than the Board when the 
Administrator is composed of two (2) or more directors having full authority 
to act in the matter and each member of the Administrator is a disinterested 
person. "Disinterested person", for this purpose, shall mean a person who, 
at the time he exercises discretion in administering the Plan, has not at any 
time within one (1) year prior thereto been granted or awarded selection as a 
person to whom stock may be allocated or to whom stock options or stock 
appreciation rights may be granted pursuant to the Plan or any other plan of 
the Company or any of its affiliates entitling the participants therein to 
acquire stock, stock options or stock appreciation rights of the Company or 
any of its affiliates. The Administrator may delegate nondiscretionary 
administrative


                                       11



duties to such employees of the Company as it deems proper. Subject to the 
provisions of the Plan, the Administrator shall have the sole authority, in 
its discretion:

     (a) to determine to which of the eligible individuals, and the time or 
     times at which, options to purchase Common Stock of the Company shall 
     be granted;
     
     (b) to determine the number of shares of Common Stock to be subject to 
     options granted to each eligible individual;
     
     (c) to determine the price to be paid for the shares of Common Stock 
     upon the exercise of each option;
     
     (d) to determine the term and the exercise schedule of each option;
     
     (e) to determine the terms and conditions of each stock option 
     agreement (which need not be identical) entered into between the 
     Company and any eligible individual to whom the Administrator has 
     granted an option;
     
     (f) to interpret the Plan;
     
     (g) to accelerate the exercise date or schedule with respect to any 
     option granted under the Plan or, with the consent of the holder 
     thereof, to modify or amend any such option; and
     
     (h) to make all determinations deemed necessary or advisable for the 
     administration of the Plan.

     3. ELIGIBILITY. Every individual who at the date of grant is an employee 
of the Company or of any parent or subsidiary of the Company (as defined in 
Section 5.1(c) below) is eligible to receive incentive stock options and 
nonstatutory stock options to purchase Common Stock under 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. Every 
individual who at the date of grant is a consultant to, or a non-employee 
director of, the Company or of any affiliate of the Company (as defined in 
Section 150 of California Corporations Code) is eligible to receive 
nonstatutory stock options to purchase Common Stock under this Plan, but 
shall not be eligible to receive incentive stock options. The term 
"consultant" includes individuals employed by, or otherwise affiliated 
with, a person providing consulting services to the Company.  Notwithstanding 
the above, neither A. Victor Farrow nor John O. Ryan shall be eligible to 
receive any stock options under this Plan, and Eugene Eidenberg shall be 
eligible to receive stock options under this Plan for eighty-three thousand 
two hundred seventeen (83,217) shares (subject to adjustment as provided in 
Section 7 hereof) only.


                                       12





     4. COMMON STOCK SUBIECT TO PLAN.

     (a) There shall be reserved for issue upon the exercise of options 
     granted under the Plan one million seven hundred fifty thousand 
     (1,750,000) shares of Common Stock, subject to adjustment as provided 
     in Section 7 hereof. If an option granted under the 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.
     
     (b) Notwithstanding any other provisions of this Plan, the aggregate 
     number of shares of Common Stock subject to outstanding options granted 
     under this Plan, plus the aggregate number of shares issued upon the 
     exercise of all options granted under this Plan, shall never be 
     permitted to exceed the number of shares specified in the first 
     sentence of Section 4(a) above.

     5. TERMS OF OPTIONS. Each option granted under the Plan shall be 
evidenced by a stock option agreement between the individual to whom the 
option is granted (the "optionee") and the Company. Each such agreement 
shall designate the option thereby granted as an incentive stock option, a 
nonstatutory stock option or in part an incentive stock option and in part a 
nonstatutory stock option. Each such agreement shall be subject to the terms 
and conditions set forth in Section 5.1, and to such other terms and 
conditions not inconsistent therewith as the Administrator may deem 
appropriate in each case. Incentive stock options shall be subject also to 
the terms and conditions set forth in Section 5.2.

     5.1 TERMS AND CONDITIONS TO WHICH ALL OPTIONS ARE SUBJECT. All options 
granted under this Plan shall be subject to the following terms and 
conditions:

     (a) TERM OF OPTIONS. The period or periods within which an option may 
     be exercised shall be determined by the Administrator at the time the 
     option is granted, and such period or periods may be amended 
     subsequently only by written mutual agreement of the Company (at the 
     direction of the Administrator) and the optionee. In no event shall 
     such period extend beyond ten (10) years from the date the option is 
     granted in the case of an incentive stock option or ten (10) years and 
     one (1) week from the date the option is granted in the case of a 
     nonstatutory stock option.
     
     (b) EXERCISE PRICE. The price to be paid for each share of Common Stock 
     upon the exercise of an option shall be determined by the Administrator 
     at the time the option is granted, but shall in no event be less than 
     eighty-five percent (85%) in the case of a nonstatutory stock option, 
     and one hundred percent (100%) in the case of an incentive stock 
     option, of the fair market value of a share of Common Stock on the date 
     the option is granted. 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


                                       13




     market value of the Common Stock on such date shall be the mean of the 
     closing bid and asked prices 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.
     
     (c) MORE THAN TEN PERCENT SHAREHOLDERS. No option shall be granted to 
     any individual who, at the time such option would be granted, owns 
     stock possessing more than ten percent (10%) of the total combined 
     voting power of all classes of outstanding capital stock of the 
     Company, or of any parent corporation or subsidiary corporation of the 
     Company, unless the exercise price (as provided in Section 5.1(b) 
     hereof) is not less than one hundred percent (100%) in the case of a 
     nonstatutory stock option, one hundred ten percent (110%) in the case 
     of an incentive stock option, of the fair market value of the Common 
     Stock on the date the option is granted, and in the case of an 
     incentive stock option the period within which the option may be 
     exercised (as provided in Section 5.1(a) hereof) does not exceed five 
     (5) years from the date the option is granted. As used in this Plan, 
     the terms "parent corporation" and "subsidiary corporation" shall 
     have the meanings set forth in Sections 425(e) and (f), respectively, 
     of the Internal Revenue Code of 1986, as amended (the "Code").  For 
     purposes of this Section 5.1(c), in determining stock ownership, an 
     optionee shall be considered as owning the voting capital stock owned, 
     directly or indirectly, by or for his brothers and sisters, spouse, 
     ancestors and lineal 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 
     shareholders, partners or beneficiaries, as applicable. Common Stock 
     with respect to which any such optionee holds an option shall not be 
     counted. Additionally, for purposes of this Section 5.1(c), outstanding 
     capital stock shall include all capital stock actually issued and 
     outstanding immediately after the grant of the option to the optionee.  
     Outstanding capital stock shall not include capital stock authorized 
     for issue under outstanding options held by the optionee or by any 
     other person.
     
     (d) METHOD OF PAYMENT FOR COMMON STOCK. The exercise price for each 
     share of Common Stock purchased under an option shall be paid in full 
     in cash at the time of purchase.
     
     (e) NONTRANSFERABILITY. All options shall be nontransferable, except by 
     will or the laws of descent and distribution, and shall be exercisable 
     during the lifetime of the optionee only by the optionee.
     
     (f) REPURCHASE OF STOCK. If provided in the stock option agreement, at 
     the discretion of the Administrator, the stock to be delivered pursuant 
     to the exercise of any option granted under this Plan may be subject to 
     a right of repurchase in favor of the Company


                                       14




     with respect to any optionee whose relationship with the Company is 
     terminated. Such right of repurchase shall be at the option exercise 
     price and shall expire at such time or times as set by the 
     Administrator. Determination of the number of shares subject to such 
     right of repurchase shall be made as of the date the Optionee's 
     relationship with the Company terminates.
     
     (g) WITHHOLDING AND EMPLOYMENT TAXES. At the time of exercise of an 
     option, the optionee shall remit to the Company in cash the amount of 
     any and all applicable federal and state withholding and employment 
     taxes.

     5.2 ADDITIONAL TERMS AND CONDITIONS TO WHICH INCENTIVE STOCK OPTIONS ARE
SUBIECT. Options granted under this Plan which are designated as incentive stock
options shall be subject to the following additional terms and conditions:

     (a) ANNUAL LIMITATION. The aggregate fair market value (determined as 
     of the date an incentive stock option is granted) of the stock with 
     respect to which incentive stock options granted are exercisable for 
     the first time by an employee during any one (1) calendar year (under 
     this Plan and under all other incentive stock option plans of the 
     Company and of any parent or subsidiary corporation) shall not exceed 
     One Hundred Thousand Dollars ($100,000).
     
     (b) DEATH. Upon the death of an employee, any incentive stock option 
     which such employee holds may be exercised, within such period after 
     the date of death as the Administrator shall prescribe in the stock 
     option agreement, by the employee's representative or by the person 
     entitled thereto under the employee's will or the laws of intestate 
     succession.
     
     (c) DISABILITY. Upon the permanent and total disability of an employee 
     (as defined in Section 105(d)(4) of the Code), any incentive stock 
     option which the employee holds may be exercised by the employee within 
     such period after the date of termination of employment resulting from 
     such disability (not to exceed twelve (12) months) as the Administrator 
     shall prescribe in the stock option agreement. The option shall 
     terminate upon the expiration of such prescribed period, unless the 
     employee dies prior thereto, in which event the provisions of Section 
     5.2(b) hereof shall apply.
     
     (d) RETIREMENT. Upon the voluntary retirement of an employee at or 
     after reaching sixty-five (65) years of age, an incentive stock option 
     may be exercised by such employee with respect to all or any portion of 
     the balance of the Common Stock subject thereto within such period 
     after the date of retirement (not to exceed three (3) months) as the 
     Administrator shall prescribe in the stock option agreement.  The 
     option shall terminate upon the expiration of such prescribed period, 
     unless the employee dies prior thereto, in which event the provisions 
     of Section 5.2(b) hereof shall apply.


                                       15



     (e) 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.
     
     (f) OTHER SEVERANCE. In the event an employee leaves the employ of the 
     Company for any reason other than as set forth in subsections (b) 
     through (e), above, any incentive stock option which such employee 
     holds may be exercised by such employee with respect to all or any 
     portion of the balance of the Common Stock subject thereto within such 
     period after the date of severance (not to exceed three (3) months) as 
     the Administrator shall prescribe in the stock option agreement.
     
     (g) DISQUALIFYINQ DISPOSITIONS. If Common stock acquired by exercise of 
     an incentive stock option granted pursuant to this Plan is disposed of 
     within two (2) years from the date of grant of the option or within one 
     (1) year after the transfer of the Common Stock to the optionee, the 
     holder of the Common Stock immediately prior to the disposition 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.

     6. STOCK ISSUANCE AND RIQHTS AS SHAREHOLDER. Notwithstanding any other
provisions of the Plan, no optionee shall have any of the rights of a
shareholder (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 optionee shall both have paid the exercise price for the Common
Stock 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.

     7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

     (a) Subject to any required action by the Company's shareholders, the 
     number of shares of Common Stock covered by this Plan as provided in 
     Section 4, the number of shares covered by each outstanding option 
     granted hereunder and the exercise 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."


                                       16



     (b) Subject to any required action by the Company's shareholders, if 
     the Company shall be the surviving corporation in any merger or 
     consolidation, each outstanding option shall pertain and apply to the 
     securities to which a holder of the number of shares subject to the 
     option 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 option to terminate, 
     unless the surviving corporation in the case of a merger or 
     consolidation assumes outstanding options or replaces them with 
     substitute options having substantially similar terms and conditions; 
     provided, however, that if an outstanding option 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 stock 
     option 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 
     option shall be exercisable as to all of the shares covered by the 
     portion of the option that previously has not lapsed, terminated, or 
     been exercised, notwithstanding any exercise schedule provided in the 
     stock option agreement.
     
     (c) 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.
     
     (d) Except as hereinabove expressly provided in this Section 7, no 
     optionee 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 
     option granted hereunder.
     
     (e) The grant of an option 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.
     
     8. SECURITIES LAW REQUIREMENTS.
     
     (a) The Administrator may require an individual as a condition of the 
     grant and of the exercise of an option, to represent and establish to 
     the satisfaction of the Administrator that all shares of Common Stock 
     to be acquired upon the exercise of such option will be acquired for 
     investment and not for resale. The Administrator shall cause such 
     legends to be placed on certificates evidencing shares of Common Stock 
     issued upon exercise of an option as, in the opinion of the Company's 
     counsel, may be required by federal and applicable state securities 
     laws.


                                       17



     (b) No shares of Common Stock shall be issued upon the exercise of any 
     option unless and until counsel for the Company determines that: (i) 
     the Company and the optionee have satisfied all applicable requirements 
     under the Securities Act of 1933 and the Securities Exchange Act of 
     1934; (ii) any applicable listing requirement of any stock exchange on 
     which the Company's Common Stock is listed has been satisfied; and 
     (iii) all other applicable provisions of state and federal law have 
     been satisfied.

     9. AMENDMENT. The Board may terminate the Plan or amend the Plan from time
to time in such respects as the Board may deem advisable, except that, without
the approval of the Company's shareholders 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 7 hereof;
     
     (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 10 hereof; or
     
     (d) amend this Section 9 to defeat its purpose.

     10. TERMINATION. The Plan shall terminate automatically on August 31, 
1998, and may be terminated at any earlier date by the Board. No option shall 
be granted hereunder after termination of the Plan, but such termination 
shall not affect the validity of any option then outstanding.

     11. TIME OF GRANTING OPTIONS. The date of grant of an option hereunder 
shall, for all purposes, be the date on which the Administrator makes the 
determination granting such option.

     12. 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.

     13. EFFECTIVE DATE. This Plan was adopted by the Board of Directors of 
the Company on September 9, 1988, and shall be effective on said date, 
provided the Plan is approved within twelve (12) months of said date by the 
shareholders of the Company in accordance with the requirements of the Code 
and the California General Corporation Law. Options may be granted, but may 
not be exercised, prior to the date of such shareholder approval.


                                       18




     14. COMPANY FINANCIAL INFORMATION. The Company shall provide all 
Optionees on an annual basis with the balance sheet and income statement for 
the then ending financial year to the same extent such information is made 
available to shareholders of the Company.


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