Digital Versatile Disc (DVD) Player / Digital Video Cassette Recorder (DVCR) License Agreement for Anticopy Technology - Macrovision Corp. and Victor Co. of Japan Ltd.


           DIGITAL VERSATILE DISC PLAYER / DIGITAL VIDEO CASSETTE RECORDER
                      LICENSE AGREEMENT FOR ANTICOPY TECHNOLOGY


This DVD/DVCR LICENSE AGREEMENT is made as of the 18th day of February, 1997 by
and between MACROVISION CORPORATION, a California corporation, having its
principal place of business at 1341 Orleans Drive, Sunnyvale, California 94089,
Facsimile (408) 743-8610 and VICTOR COMPANY OF JAPAN, LIMITED, a Japanese
corporation, having its principal place of business at 12, 3-chome, Moriya-cho,
Kanagawa-ku, Yokohama, Kanagawa 221, Japan, Facsimile 011-81-3-45-450-2426.

                                       RECITALS

A.  Macrovision is the owner of all right, title and interest in and to certain
    anticopying technology which may be used  to protect video material against
    unauthorized analog copying in connection with Digital Video Disc or
    Digital Video Cassette Recorder program playback.

B.  Licensee desires to incorporate the Macrovision anticopy technology
    components into Products.

                                      AGREEMENT

NOW THEREFORE,  in consideration of the mutual covenants set forth below, the
parties agree as follows:

1.  DEFINITIONS

    In this Agreement,

    1.1  "ADAPTIVE CONTROL" means the ability to switch between the primary
         configuration of the Process and one or more secondary configurations
         of the Process on a real-time basis in accordance with the status of
         control bits read from the media;

    1.2  "AGC SYSTEM" means a system of modifying a video signal so as to
         inhibit the making of Playable video recordings therefrom.  This
         modification includes adding a combination of either a pseudo sync or
         a regular sync pulse with an AGC pulse.  These pairs of sync and AGC
         pulses are designed to cause the AGC circuitry in a Recording Device
         to miscalculate the proper gain setting and thereby render copy
         protection performance Effective;

    1.3  "AGREEMENT" means this agreement and all attachments hereto;

    1.4  "APPARATUS" means apparatus for implementing the Process within a
         Product;

    1.5  "AUTHORIZED COMPONENT SUPPLIER" means a Macrovision authorized
         supplier of manufactured Devices;

    1.6  "CLAIMS" means claims 14-20 of U.S. Patent No. 4,631,603; claims 8-14
         of U.S. Patent No. 4,577,216; claims 9-13 of U.S. Patent No.
         4,819,098; claims 18-29, 32, 33, 44-52 of U.S. Patent No. 4,907,093;
         and foreign counterpart patent claims claiming the priority date of or
         disclosing and claiming the same inventions as recited in the above
         enumerated claims relating to the Apparatus and the Licensed
         Technology; and other patent claims and foreign counterparts thereof,
         existing now or in the future, covering the Apparatus and/or the
         Licensed Technology;


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    1.7  "COLORSTRIPE" means the modification of a color video signal to
         inhibit the making of Playable video recordings thereof.  The
         resultant color picture from a subsequent video tape recording will
         show variations in the color fidelity that appear as bands or stripes
         of color error;

    1.8  "COPY PROTECTED" means, when referring to a Disc or Digital Cassette,
         a Disc or Digital Cassette on which the Trigger Bits have been set to
         activate the Process in the Product; and when referring to program
         material means that the Process has been applied to the analog output
         of the Product;

    1.9  "DEVICE" means an Authorized Component Supplier's integrated circuit
         which contains the Apparatus;

    1.10 "DIGITAL CASSETTE" means a  prerecorded digital video cassette which
         incorporates the Trigger Bits to activate or control part or all of
         the Process;

    1.11 "DISC" means a  prerecorded digital video disc/digital versatile disc
         which incorporates the Trigger Bits to activate or control part or all
         of the Process;

    1.12 "DISPLAY DEVICE" means consumer-type television sets, TV-VCR
         Combinations which display an analog NTSC, PAL or YC signal, and all
         other devices which display NTSC, PAL or YC video signals from
         Products, which Licensee or its Subsidiaries or affiliates
         manufactures or sells;

    1.13 "DVCR TECHNOLOGY" means the technology used in the design, development
         and/or manufacture of digital video cassette recorders utilizing
         industry standard specifications.  Such recorders will reproduce
         real-time recordings as well as play back Digital Cassettes.  Such
         recorders do not include digital recorders that record on a
         less-than-real time basis for later playback.  For the purposes of
         this Agreement, "less-than-real-time" means any application in which a
         video program is transmitted to an end user in significantly less time
         than the program's normal running time, and is recorded as received on
         any suitable medium, for later viewing by the end user;

    1.14 "DVD TECHNOLOGY" means the technology used in the design, development
         and/or manufacture of Digital Versatile Disc players and/or recorders
         utilizing industry standard specifications, independent of the laser
         technology, the method of media production and the disc or system
         parameters.  Such players and/or recorders may utilize industry
         standard specifications and will reproduce real-time recordings as
         well as playback Discs.  Such recorders do not include digital
         recorders that record on a less-than-real time basis for later
         playback;

    1.15 "EFFECTIVE" or "EFFECTIVENESS" or words of similar import means:

         1.15.1    for the AGC System, that Recording Devices will react to the
                   AGC signal such that, when a program has been Copy Protected
                   with the AGC process, a  Recording Device will create copies
                   of the program which, when played back, display a reduction
                   in their video signal amplitude of at least 65%.  More
                   specifically, a standard color bar signal containing 100%
                   peak white, and measuring 1 volt peak-to-peak from sync tip
                   to peak white, when Copy Protected according to the latest
                   published AGC process specifications, should be reduced to
                   350 millivolts or less as measured from sync tip to peak
                   white, when recorded and played back.  [Note that the AGC
                   pulses cycle in amplitude between zero and 117 IRE units.
                   The reduction to 350 millivolts peak-to-peak of the recorded
                   video level should be measured while the AGC pulses are at
                   maximum level.];


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         1.15.2    for Colorstripe, that a Recording Device will be considered
                   to have met the Effectiveness criteria for Colorstripe, if,
                   on playing back a Colorstripe-protected video program which
                   was recorded on the Recording Device used for such play
                   back, any one or more of the following effects is produced:

              1.15.2.1  a complete inversion of the color phase of the chroma
                        on those lines which began with a Colorstripe-modified
                        colorburst;

              1.15.2.2  a complete loss of chroma on the active portion of
                        those lines following a Colorstripe-modified
                        colorburst;

              1.15.2.3  a complete or intermittent loss of chroma throughout at
                        least 50% of the visible image (if intermittent, the
                        chroma should be missing not less than 50% of the time
                        in any 10 second interval); or

              1.15.2.4  any other form and level of degradation to which
                        Macrovision in its sole and absolute discretion agrees
                        in writing;

         1.15.3    Licensee may satisfy the requirements for Effectiveness
                   herein by incorporating into its Recording Devices circuitry
                   which will detect a modified signal as described in the AGC
                   System and/or Colorstripe and, upon doing so, stop
                   recording;

    1.16 "EFFECTIVE DATE" means the date or the last of the dates, if
         different, on which this Agreement is executed by Macrovision and
         Licensee, which Effective Date will be entered in the preamble of this
         Agreement;

    1.17 "LICENSED TECHNOLOGY" means the Claims and the technology (including
         the intellectual property embodied therein) specified in Attachments
         1A, 1B, 2 and 3 which is used in the design, development and/or
         manufacture of Products which will allow application of the Process to
         the analog output of a Player or a Recorder and which will allow
         detection of the analog copy protection signal on the analog input of
         a Recorder, and all enhancements thereto which Macrovision chooses to
         make available to its licensees, but expressly excludes the technology
         used for activation of the Adaptive Control of the Process;

    1.18 "LICENSEE" means Victor Company of Japan, Limited and its
         Subsidiaries;

    1.19 "MACROVISION" means Macrovision Corporation;

    1.20 "PLAYABLE" and "PLAYABILITY" means the characteristic of not
         displaying materially degraded pictures from signals containing the
         Process, including color bars and active program material. The ideal
         playability requirement for an anticopy process requires that a
         skilled observer, viewing a variety of typical and worst case images
         on a large representative sampling of TV models in use, should be
         unable to determine whether copy protection is turned on or not.  In
         this context, worst case images are those most likely to produce
         visible artifacts for the particular copy protection system in
         question.  For the purposes of this Agreement, compliance with the
         Playability requirements of the Agreement will be determined largely
         by objective measurement criteria, but in light of the impossibility
         of including every possible situation under an objective measurement
         umbrella, Licensee is required to adhere to a subjective indicator of
         playability also.  The subjective indicator, from which the objective
         measurements are derived, is as follows:  the TV model in question,
         when displaying copy protected


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         images, should not produce any artifacts AS A RESULT OF THE COPY
         PROTECTION which could cause critical consumers to complain.  Without
         limiting the generality of the foregoing, Playability will be deemed
         to have been achieved when:

         1.20.1    with respect to the AGC System,

              1.20.1.1  SKEW ERRORS.  The horizontal phase lock loop shall have
                        recovered from any disturbance caused by the
                        pseudo-sync pulse component of the AGC process such
                        that the first active line of each field shall be
                        offset horizontally by no more than 200 nanoseconds
                        from its correct position.  Subsequent lines shall have
                        smaller offsets in a  smoothly diminishing manner.
                        Also, the offset error profile on alternate fields
                        shall differ by no more than 10 percent;

              1.20.1.2  CLAMPING ERRORS.  The black level clamping circuits
                        shall have recovered from any disturbance caused by the
                        pseudo-sync/AGC pulse pairs, such that the blanking
                        error on the first active line of each field shall be
                        within 2 IRE unit of its correct value, and subsequent
                        lines shall have smaller errors in a  smoothly
                        diminishing manner. Also, the error profile on
                        alternate fields shall differ by no more than  0.5 IRE
                        units to avoid flicker.  This measurement should be
                        carried out when the AGC pulses are at maximum
                        amplitude;

              1.20.1.3  GAIN ERRORS.  The gain of the luminance or chrominance
                        channels of the TV set shall change by no more than 1%
                        when the AGC pulses are cycled between maximum and
                        minimum amplitude;

              1.20.1.4  VERTICAL JITTER.  Any vertical jitter caused by the
                        interaction of the pseudo-sync pulses and the vertical
                        sync circuits of the TV set shall be less than 0.05% of
                        picture height; and

              1.20.1.5  RETRACE BLANKING.  TV sets should have adequate
                        blanking to ensure the absence of any visible artifacts
                        due to the presence of AGC pulses during the retrace
                        period;

         1.20.2    with respect to Colorstripe,

              1.20.2.1  RGB AMPLITUDE ERRORS.  The demodulated RGB signals
                        shall exhibit no more than a 0.5% amplitude
                        differential between lines with modified colorburst and
                        lines with normal colorburst, measured using 75% color
                        bars.  Field to field (30Hz) changes of this
                        differential should be less than 0.1%.  This
                        measurement may either be made differentially between
                        tube grids and cathodes, or directly on the color
                        difference signals with appropriate scaling;

              1.20.2.2  SATURATION CHANGES.  The amplitude of the demodulated
                        color difference signals shall change by no more than
                        1% when the Colorstripe process is cycled on and off;

              1.20.2.3  PHASE CHANGES.  The phase of the regenerated color
                        subcarrier shall change by no more than 1 degree when
                        the Colorstripe process is cycled on and off; and


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              1.20.2.4  LUMINANCE ARTIFACTS.  The separated luminance signal
                        shall exhibit no amplitude variations in excess of
                        0.25% on lines with modified colorbursts as compared to
                        lines with normal colorburst.

    1.21 "PROCESS" means Macrovision's proprietary Analog Protection System
         ("APS") in which the video signal is modified by:

         1.21.1    the AGC System, or

         1.21.2    the AGC System and Colorstripe,

         as more particularly described in Attachments 1A and 1B;

    1.22 "PRODUCT", sometimes individually referred to herein as a Player or a
         Recorder, means one or more of the following:

         1.22.1    a Disc Player which incorporates the Device, and an analog
                   video output port and associated control software, and which
                   is offered for sale or intended to be offered for sale by
                   Licensee to consumers, directly or indirectly, for purposes
                   of play back of real-time Discs; or

         1.22.2    a Disc Recorder which incorporates the Device, and an analog
                   video output port and associated control software, and which
                   is offered for sale or intended to be offered for sale by
                   Licensee to consumers, directly or indirectly, for purposes
                   of play back and/or recording of real-time  Discs; or

         1.22.3    a digital video tape recorder which incorporates the Device,
                   and an analog video output port and associated control
                   software, and which is offered for sale or intended to be
                   offered for sale by Licensee to consumers, directly or
                   indirectly, for purposes of recording and/or playback of
                   real-time Digital Cassettes, and includes digital video tape
                   recorders as well as camera/recorder ("camcorders")
                   combinations containing analog video output or input ports;
                   or

         1.22.4    an emulator containing the Device and an analog video output
                   which emulates DVD functionality as part of a DVD authoring
                   system; or

         1.22.5    a DVD ROM drive which incorporates or utilizes the Device
                   and an analog video output port and associated control
                   software, and which is offered for sale or intended to be
                   offered for sale by Licensee to consumers, directly or
                   indirectly, for purposes of play back of real-time Discs;

         but Product does not include professional duplication equipment.

    1.23 "RECORDING DEVICE" means any consumer-type analog video recorders,
         including camcorders, and/or consumer-type analog television-video
         recorder combinations which Licensee or affiliates manufactures or
         sells under its own brand names after the Effective Date;

    1.24 "RIGHTS HOLDER" means an owner of program rights to any material to be
         recorded on a Disc or a Digital Cassette.  Rights Holders will be
         under individual licenses from Macrovision to activate the Process by
         encoding or embedding codes onto a copy-protected Disc or Digital
         Cassette during the mastering and/or manufacturing  of the Disc or
         Digital Cassette;


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    1.25 "SECURITY STANDARDS" means the features Licensee must include in the
         design of the Player or Recorder to reasonably ensure that the
         Apparatus cannot readily be compromised, activated or de-activated by
         an unauthorized party, as specified in Attachment 2;

    1.26 "SET TOP DECODER" means a digital video decoder which contains a
         Device and which enables consumers to receive television broadcasts or
         transmissions of pay-per-view programming over cable, direct broadcast
         satellite, telephone lines or by other means;

    1.27 "SUBSIDIARY" means any entity in which the majority of shares entitled
         to vote for the election of directors is owned or directly or
         indirectly controlled by a party hereto, for as long as such ownership
         or control exists;

    1.28 "TERRITORY" means the countries in which Macrovision has relevant
         patents, as listed in Attachment 4, Malaysia and Singapore.
         Macrovision, upon the written request of Licensee, will consider in
         good faith the addition of individual nations to the Territory on a
         nation-by-nation basis; and

    1.29 "TRIGGER BITS" means those Analog Protection System (APS) trigger
         bits, the function of which is to control the application of the
         Process within a Product.

2.  GRANT OF RIGHTS/PAYMENTS

    2.1  GRANT.  For valuable consideration, and subject to the terms and
         conditions of this Agreement, Macrovision grants to Licensee, and
         Licensee hereby accepts from Macrovision, the following royalty-free,
         indivisible, non-exclusive and non-transferable rights and licenses in
         and to the Licensed Technology during the term of this Agreement:

         2.1.1     the right to purchase the Device from Authorized Component
                   Suppliers;

         2.1.2     the right in the Territory to incorporate, or have
                   incorporated on a subcontract basis for the benefit of
                   Licensee, the Device within one or more Products; and

         2.1.3     the worldwide right to use, import, offer for sale, sell and
                   distribute Products, for use in implementing the Process
                   with program material which has been Copy Protected under
                   agreement with Macrovision, directly or indirectly to
                   consumers under Licensee's own brand names; provided that
                   Licensee also has the worldwide right to physically dispose
                   of defective Product after it has been destroyed.

    2.2       FIELD OF USE RESTRICTIONS.  Licensee acknowledges that it is
              granted only those rights expressly set out in this Agreement and
              no other rights.  Without limiting the generality of the
              foregoing, this Agreement grants no rights whatsoever with
              respect to less-than-real-time applications, pay-per-play Discs
              and related hardware, special purpose Recorders or Players, Set
              Top Decoders and Product/Set Top Decoder combinations, and
              Product manufactured in combination with other digital devices.
              Licensee expressly acknowledges that its right to offer for sale,
              sell and distribute Products incorporating the Device directly or
              indirectly to consumers is restricted solely to allowing such
              consumers to utilize such Products to play program material Copy
              Protected under an agreement with Macrovision (which restricted
              use Licensee will incorporate into its Product manuals).


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    2.3  OEM'S.  This Agreement is not applicable to situations in which
         Licensee proposes to build Product on an original equipment
         manufacturer (OEM) basis for third party suppliers who market such
         Products under their own brand names, and no rights to sublicense the
         Licensed Technology are granted hereunder.  A separate non-assertion
         agreement between Macrovision and Licensee substantially in the form
         attached hereto as Attachment 7 will be required in such instances,
         and all such third party suppliers who market such Products under
         their own brand names must execute a license agreement with
         Macrovision on terms no more onerous than those contained in this
         Agreement prior to receiving shipment of Product from Licensee.
         Macrovision will negotiate the required non-assertion agreement and
         third party license agreements in good faith.  Parties desiring to
         acquire non-Macrovision capable DVD equipment from Licensee on an OEM
         basis are not required to obtain a license from Macrovision.

    2.4  FEES APPLICABLE.  Notwithstanding Section 2.1, Licensee will choose
         (and notify Macrovision in writing of such choice), prior to the first
         commercial shipment of Product for revenue, whether or not it will
         comply with either of Sections 4.3 and 4.4 of this Agreement.  If
         Licensee chooses not to comply with either Section 4.3 or 4.4, then
         the following fees will apply:

         2.4.1     UP-FRONT FEE.  Licensee will pay to Macrovision a license
                   fee of one hundred thousand U.S. dollars ($100,000.00),
                   payable thirty (30) days after the twelve-month anniversary
                   of the Effective Date; and

         2.4.2     PRODUCT ROYALTY FEES.  Licensee will pay to Macrovision a
                   Product Royalty Fee equal to five U.S. dollars ($5.00) or
                   two percent (2%) of Licensee's wholesale price to its
                   distributors, whichever is greater, for each Product sold by
                   Licensee from the inception of this Agreement until such
                   time as Licensee becomes compliant.  All Product Royalty
                   Fees are payable to Macrovision within thirty (30) days
                   after the close of each calendar quarter in which such
                   Product is sold.

         In the event that Licensee chooses to become compliant with Sections
         4.3 and 4.4 of this Agreement subsequent to fees becoming payable
         under this Section, Licensee will not be relieved of its obligation to
         pay any fees which have accrued prior to such time as Licensee
         actually becomes compliant.

    2.5  PAYMENT TERMS. Each payment due to Macrovision under Section 2.4 will
         be accompanied by a written statement substantially in accordance with
         Attachment 6, specifying the amount of payment due Macrovision and the
         means of calculation thereof.  Each statement will be certified as
         true and correct by an officer of Licensee.  Interest will be due on
         any late payment at the rate of eighteen percent (18%) per annum or
         the maximum rate permitted under applicable law, whichever is less,
         from the due date of such payment until the date of actual payment.

    2.6  BILLING ADDRESS.  Licensee's billing address for the purposes of this
         Agreement, if applicable, is:

              ------------------------------
              ------------------------------
              ------------------------------
              Attention:--------------------
              Tel:--------------------------
              Fax:--------------------------

    2.7  AUDIT RIGHTS.  Whether or not this Agreement commences as or becomes a
         royalty-bearing agreement, Macrovision will have the right during the
         term of this Agreement and for one (1) year thereafter to have


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         an independent certified public accounting firm review or audit
         Licensee records for the purpose of certifying compliance with this
         Agreement.  All audits will be at Macrovision's expense and conducted
         during regular business hours,  and begun upon at least one (1) week's
         prior notice.   If the audit reveals that any payments due to
         Macrovision have been understated by more than five percent (5%), or
         that Licensee has otherwise materially breached this Agreement, then,
         without limiting any other rights which Macrovision may have in
         respect thereof, Licensee will reimburse Macrovision for the cost of
         the audit.  Any discrepancy in the amounts paid will be corrected
         within ten (10) days of the written notice of the official results of
         the audit being delivered by the auditor.

3.  DESIGN REQUIREMENTS AND COSTS

    3.1  DESIGN AND DEVELOPMENT OF PRODUCTS.  Licensee will design and develop
         the Product to incorporate the Licensed Technology and to comply with
         the Security Standards. Macrovision will have no responsibility for
         the design, development, manufacture and distribution of Products.
         Licensee further agrees and acknowledges that the design, development,
         manufacture, and integration of the Licensed Technology into a Product
         will be at Licensee's sole expense.

    3.2  ADAPTIVE CONTROL.  Licensee will be solely responsible for
         implementation from a software and hardware perspective of the
         Adaptive Control of the Process and the Device.  Macrovision will not
         provide to Licensee any software or hardware component related to
         Adaptive Control, or any specification therefor, and Licensee will be
         solely responsible for providing (or obtaining from third parties) the
         necessary adaptive control capability within the DVD or DVCR format.
         Licensee acknowledges that the Product specification developed by
         Macrovision provides for Adaptive Control, but that Authorized
         Component Suppliers are free to implement Adaptive Control in a unique
         manner which may result in Adaptive Control differences from one
         Authorized Component Supplier to another.

4.  ADDITIONAL TERMS

    4.1  ACTIVATION/USAGE OF LICENSED TECHNOLOGY INTO DVD TECHNOLOGY AND/OR
         DVCR TECHNOLOGY.  For the purposes of this Agreement:

         4.1.1     it is assumed that a mechanism by which a Disc and/or a
                   Digital Cassette can be encoded with a part of the Process
                   and/or have the digital bit stream marked in such a manner
                   that it will activate the Apparatus and add the Process to
                   the analog output of the Product exists and is available to
                   Licensee and/or Rights Holders;

         4.1.2     a Rights Holder will determine if a particular Disc or
                   Digital Cassette is to be Copy Protected;

         4.1.3     the Apparatus will be "off" (i.e., no Process output) unless
                   a Disc or Digital Cassette has been encoded for copy
                   protection and/or has copy protection embedded codes; and

         4.1.4     Licensee agrees that only Macrovision can authorize usage of
                   the Process or encoding or embedding of Process codes or
                   Process activation codes onto Discs and Digital Cassettes.

    4.2  UTILIZATION OF LICENSED TECHNOLOGY.  Licensee will incorporate the
         Licensed Technology in each DVD player and DVD recorder which it
         produces or has produced for it.  Nothing in this Agreement prohibits
         Licensee from also incorporating any other form of anticopy
         technology, whether existing now or in the future, into its Products.


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    4.3  RECORDING DEVICE RESPONSE TO LICENSED TECHNOLOGY.  During the term to
         this Agreement, Licensee will use its reasonable best efforts, in
         accordance with this provision, to ensure that its Recording Devices
         (excluding professional industrial recording equipment) be responsive
         to Revision 6.1 and 7.0 (or, at Licensee's option, higher) of the
         Process by stopping recording or recording a Process-encoded input
         signal in such a way that it is Effective.  In particular, Licensee
         will not alter the design of any Recording Device (including but not
         limited to changes to the luminance AGC system or color processing) in
         a manner that would reduce the Effectiveness of the response to the
         Process as described above.  Licensee will either stop selling and
         manufacturing all such Recording Devices that are not responsive to
         the Process in a way that is Effective or alter the design (including
         but not limited to changes to the luminance AGC system or color
         processing) of such non-responsive Recording Devices so as to render
         them Effective.

         4.3.1     For Recording Devices in production or in the process of
                   being designed on or before the Effective Date, or which are
                   first shipped to customers between the Effective Date and
                   twelve (12) months after the Effective Date, Licensee will
                   use its good faith efforts to comply with this Section
                   within eighteen (18) months of the Effective Date; and

         4.3.2     for Recording Device model designs that are commenced after
                   the Effective Date, Licensee will comply with this Section
                   as of the first commercial shipment of such model.

         Licensee will indicate in writing to Macrovision its actions taken in
         this regard.  Licensee will not be required to recall or correct any
         Recording Devices that have been sold to its customers.  Macrovision
         and Licensee will mutually cooperate in good faith and meet as
         reasonably necessary in Sunnyvale, California to evaluate and discuss
         potential solutions to Effectiveness problems arising with respect to
         those VCRs and TV-VCR Combinations contemplated in Section 4.3.1
         above.

    4.4  DISPLAY DEVICE PLAYABILITY WITH MACROVISION ANTICOPY SIGNAL.
         Licensee, in accordance with the terms of this Section, will ensure
         that all Display Devices be Playable with Revision 6.1 and 7.0 (or
         higher at Licensee's option) of the Process.  Macrovision will provide
         the information necessary in its reasonable opinion to support
         Licensee in this effort.

         4.4.1     For Display Devices in production or in the process of being
                   designed on or before the Effective Date, or which are first
                   shipped to customers between the Effective Date and twelve
                   (12) months after the Effective Date, Licensee will use its
                   good faith efforts to comply with this Section within
                   eighteen (18) months of the Effective Date; and

         4.4.2     For television, Display Device model designs that are
                   commenced after the Effective Date, Licensee will comply
                   with this Section as of the first commercial shipment of
                   such model.

         Licensee acknowledges having tested Revision 7.0 of the Process on its
         existing stock of televisions and confirms that the Process functions
         appropriately for the purposes of Playability contemplated herein, and
         that Licensee will not make any changes to the design of existing
         televisions which would have the effect of deteriorating the
         Playability of an original Disc or Digital Cassette.  Additionally,
         Licensee will not make changes to the design of Display Devices, or
         implement designs in future Display Devices, which have the effect of
         reducing the Effectiveness of the Process when displaying an analog
         signal to which the Process has been applied.  Licensee will not be
         required to recall or correct any Display Devices that have been sold
         to its customers.  Macrovision and Licensee will mutually cooperate in
         good faith and meet as reasonably necessary in Sunnyvale, California
         to evaluate and


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         discuss potential solutions to problems arising with respect to those
         Display Devices contemplated in Section 4.4.1 above.

    4.5  PROCESS ATTRIBUTES.  Licensee will not make any misrepresentations
         about the Apparatus, its effectiveness and attributes that are
         contrary to any written representations provided by Macrovision.
         Licensee will instruct its distributors to similarly limit
         representations made with respect to the Licensed Technology.

    4.6  LIQUIDATED DAMAGES.  If Licensee fails to comply with Section 4.2
         herein, or, having elected to comply with Sections 4.3 and 4.4 herein,
         fails to comply with one or both such Sections, then the parties agree
         that, as a realistic assessment of damages suffered by Macrovision and
         not by way of penalty, Licensee will pay to Macrovision in the form of
         liquidated damages the greater of the following amounts:

         4.6.1     an amount equal to one hundred thousand U.S. dollars
                   ($100,000.00) plus two percent (2%) of the wholesale value
                   of all DVD player and DVCR product, whether or not
                   containing the Licensed Technology, which Licensee
                   manufactures and makes available for sale; or

         4.6.2     five hundred thousand U.S. dollars ($500,000.00).

    4.7  CONSEQUENTIAL DAMAGES.  Notwithstanding anything contained in this
         Agreement, Licensee will be liable to Macrovision for consequential
         damages resulting from Licensee's failure to fully comply with the
         provisions of Section 4.2, or, after having elected to comply
         therewith, Sections 4.3 or 4.4, whether as a result of its negligence
         or intentional conduct.

    4.8  PAL RIGHTS AND OBLIGATIONS.  Licensee's rights and obligations under
         this Agreement with respect to PAL standard or non-NTSC standard
         Products, Display Devices and Recording Devices will not commence
         until the parties have mutually agreed in writing that this Agreement
         will pertain to such PAL standard or non-NTSC standard Products,
         Display Devices and Recording Devices.

5.  SUPPORT AND IMPROVEMENTS

    5.1  MACROVISION SUPPORT.  When requested by Licensee, Macrovision will
         provide, at no cost to Licensee,  telephone, fax and email technical
         support (and in-person support at Macrovision's offices in Sunnyvale,
         California) and documentation reasonably necessary to assist Licensee
         and Licensee's chosen Authorized Component Suppliers with the
         implementation of the Licensed Technology in its Products. Macrovision
         will provide reasonable support to Licensee regarding the use of the
         Process and its Playability and Effectiveness with TVs and VCRs, and
         evaluate problems and use reasonable efforts to resolve problems
         reported to Licensee by consumers.

    5.2  IMPROVEMENTS.  Macrovision will apprise Licensee of any improvements
         in the Apparatus and the Licensed Technology and make such
         improvements available to Licensee at no additional charge other than
         Macrovision's reasonable non-development related costs for services
         requested in writing by Licensee, which costs may include (but are not
         limited to) documentation, travel, meal and lodging expenses.  During
         the term of this Agreement, Licensee may purchase any improved version
         of the Device that is made available by Authorized Component
         Suppliers.

    5.3  COMPLETE DOCUMENTATION.  Macrovision represents that the
         specifications contained in Attachments 1A, 1B, 2, and 3 are complete
         and are the same specifications as are provided to Authorized
         Component Suppliers, but may be updated from time to time to reflect
         improvements to the Process.


                                          10
                                     CONFIDENTIAL



6.  PROPRIETARY RIGHTS

    6.1  PROPRIETARY PROPERTY OF MACROVISION.  Licensee recognizes and agrees
         that the Apparatus, the Process, the Claims and the Licensed
         Technology are the proprietary property of Macrovision and that
         Licensee has no right to sublicense the Apparatus, the Process, the
         Claims or the Licensed Technology to any party and has only such
         limited rights as are expressly granted by Macrovision to Licensee
         hereunder. Macrovision represents and warrants that it owns the
         Licensed Technology and has the right and power to enter into this
         Agreement with Licensee.  Macrovision represents that it has no
         knowledge as of the Effective Date of any claims by third parties that
         the Process as implemented using the Device infringes any third party
         patents.

    6.2  PRODUCT NOTICE.  Licensee will display notices as set forth in
         Attachment 5 on Products and/or associated collateral material, as
         required to appropriately protect Macrovision's intellectual property
         rights in the country of Product distribution.  Such notices may be in
         a language appropriate to the countries where the Product will be
         distributed.

7.  QUALITY CONTROL

    7.1  Licensee will employ such industry quality standards with respect to
         use of the Licensed Technology as would be expected of a reasonably
         competent manufacturer of electronic devices of the nature and
         complexity of the Products, and will design, develop and manufacture
         Products and any related operating system software capable of using
         the Apparatus in compliance with the Security Standards and Adaptive
         Control. Licensee will coordinate any quality control questions which
         may arise in respect of Adaptive Control with the relevant Rights
         Holders.  Licensee further agrees to employ such quality standards
         with respect to integration of the Device into Products.  Licensee
         will be solely responsible for carrying out adequate tests of the
         Process variables specified in Attachments 1A and 1B for the purpose
         of confirming that the design has been implemented properly and that
         the Licensee's Product correctly incorporates the Licensed Technology.

    7.2  Licensee will not sell or distribute any Products capable of using the
         Apparatus prior to the satisfactory completion of such testing and the
         forwarding of written notice to Macrovision confirming that such tests
         have been satisfactorily completed.

    7.3  On or before the end of each calendar year during the term of this
         agreement, upon Macrovision's written request, if Licensee has in its
         reasonable opinion made significant changes to any Product model,
         Licensee will deliver at its expense to Macrovision's headquarters in
         Sunnyvale, California, three representative samples of Products which
         contain the Device, at least one of which will be a PAL Product and
         one of which will be an NTSC Product.  Macrovision will have the right
         to test such products for compliance with the specifications set for
         in Attachments 1A, 1B, 2, and 3, and upon written request from
         Macrovision, Licensee agrees to answer technical questions about the
         Products as may be reasonably requested by Macrovision.  Macrovision
         may retain all such products throughout the term of this Agreement,
         however, such products will only be used for the testing activities
         described herein.

8.  INDEMNIFICATIONS


                                          11
                                     CONFIDENTIAL



    8.1  INDEMNIFICATION OF MACROVISION. Licensee will indemnify Macrovision
         against any and all third party claims of infringement, including
         patent, copyright and trade secret claims which may be asserted
         against Macrovision on the grounds and to the extent that any
         modifications to the Apparatus, the Claims or the Licensed Technology
         made by Licensee infringes upon such third party's patent(s),
         copyright(s) or trade secret rights.  Licensee will have the right to
         defend against, control the defense of, and settle any action based
         upon any such claims.  Licensee will bear all costs and expenses
         incurred in connection with the defense of any such claims or as a
         result of any settlement made or judgment reached on the basis of such
         claims.  Licensee's obligations under this Section 8.1 will arise only
         if Macrovision:

         8.1.1     promptly notifies Licensee in writing when such a claim is
                   made;

         8.1.2     has complied with the material terms of this Agreement;

         8.1.3     furnishes such information and assistance as Licensee may
                   reasonably request in connection with the defense,
                   settlement or compromise of such claim;

         8.1.4     does not enter into any settlement of any such claim without
                   Licensee's prior written consent; and

         8.1.5     allows Licensee to direct the defense of and/or handle such
                   suit, claim or proceeding.

9.  DISCLAIMER OF WARRANTIES AND REVISION LEVEL OF LICENSED TECHNOLOGY

    9.1  THE CLAIMS AND THE LICENSED TECHNOLOGY ARE LICENSED UNDER THIS
         AGREEMENT BY MACROVISION TO LICENSEE "AS IS".  NOTHING IN THIS
         AGREEMENT WILL BE CONSTRUED AS A WARRANTY OR REPRESENTATION THAT:

         9.1.1     LICENSEE WILL BE ABLE TO MAKE OR INCORPORATE THE DEVICE OR
                   THE PRODUCT WITHOUT INFRINGING THE INTELLECTUAL PROPERTY
                   RIGHTS OF THIRD PARTIES;

         9.1.2     LICENSEE WILL BE ABLE TO SUCCESSFULLY MAKE OR INCORPORATE
                   THE APPARATUS, DEVICE OR PRODUCT; OR

         9.1.3     LICENSEE IS GRANTED ANY RIGHTS BY IMPLICATION, ESTOPPEL OR
                   OTHERWISE EXCEPT THE RIGHTS EXPRESSLY SET FORTH HEREIN.

    9.2  SPECIFIC REVISION OF LICENSED TECHNOLOGY.  LICENSEE RECOGNIZES THAT
         THE LEVEL OF REVISION OF THE PROCESS AND SPECIFICATIONS INCLUDED IN
         THIS AGREEMENT IS REVISION 7.01 AND THAT THE REVISION LEVEL TO BE
         INCORPORATED AT THE TIME OF MANUFACTURE MAY BE DIFFERENT FROM THE
         REVISION LEVEL OF ATTACHMENTS 1A AND 1B AT THE TIME OF EXECUTION OF
         THIS AGREEMENT. LICENSEE FURTHER RECOGNIZES THAT THE REVISION LEVEL OF
         ATTACHMENTS 1A AND 1B MAY BE THE SUBJECT OF INDUSTRY STANDARDIZATION
         OF THE FORMAT SPECIFICATIONS FOR THE DVD TECHNOLOGY AND THE DVCR
         TECHNOLOGY AND MAY BE CHANGED FROM REVISION 7.0.  LICENSEE ASSUMES
         FULL RESPONSIBILITY FOR INCLUDING THE APPROPRIATE REVISION LEVEL
         SPECIFICATIONS IN PRODUCTS PRODUCED BY LICENSEE.


                                          12
                                     CONFIDENTIAL



    9.3  TECHNICAL REFERENCE DOCUMENT.  Macrovision represents that Revision
         7.0 meets the proposed terms of the "Technical Reference Document" of
         the draft U.S. DVD legislation (as of March 26th, 1996) printed as
         Section 201 of the Digital Video Recording Act of 1996, however no
         representation or warranty is made or implied that this specification
         will meet future versions of the TRD or the final legislation if and
         when enacted.

10. LIMITATION OF LIABILITY

    10.1  IN NO EVENT WILL MACROVISION'S LIABILITY IN CONNECTION WITH THE
          APPARATUS CLAIMS, THE LICENSED TECHNOLOGY, THE DEVICE, THE PROCESS, OR
          THIS AGREEMENT EXCEED THE AMOUNTS PAID BY LICENSEE TO MACROVISION
          UNDER THIS AGREEMENT.  THIS LIMITATION WILL APPLY TO ALL CAUSES OF
          ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF
          CONTRACT, BREACH OF WARRANTY, MACROVISION'S NEGLIGENCE, STRICT
          LIABILITY, PROPRIETARY RIGHTS INFRINGEMENT, MISREPRESENTATION AND ALL
          OTHER TORTS.

11. TERM AND TERMINATION

    11.1  TERM. This Agreement will commence on the Effective Date and will
          continue in effect for a period of five (5) years thereafter, unless
          earlier terminated in accordance with its terms.  Subject to such
          earlier termination, this Agreement will automatically renew for two
          (2) three-year renewal terms unless, within ninety (90) days prior to
          the commencement of a renewal term, Macrovision is unable to produce
          at Licensee's written request at least one letter from a major
          Hollywood film studio indicating such studio's desire to have the
          Licensed Technology continue to be implemented in industry DVD players
          and/or related DVD products.  At the end of the second renewal term,
          Licensee is free to choose not to renew this Agreement.

    11.2  TERMINATION FOR BREACH.  Other than with respect to Sections 4.2, 4.3
          and 4.4, in the event of a material breach by one party in the
          performance of its duties, obligations or undertakings under this
          Agreement, the other party will have the right to give written notice
          to the breaching party advising such party of the specific breach
          involved.  If the breaching party will not have remedied such breach
          within thirty (30) days after such notice, the other party will have
          the right, in addition to any other rights and remedies it may have,
          to terminate this Agreement immediately upon written notice to the
          defaulting party of such default with reasonable supporting
          documentation specifying in detail the nature of such default.  The
          thirty (30) day cure period is not applicable to breaches of
          confidentiality or improper disclosure of proprietary technology or
          other trade secrets.

    11.3  TERMINATION FOR NON-USE.  In the event Licensee does not offer
          Products for sale in the normal course of its business for a period
          that exceeds one year after the first Product sale, then Macrovision,
          at its option, may terminate this Agreement by giving written notice
          to Licensee.
 
    11.4  EFFECT OF TERMINATION.  Upon the termination of this Agreement other
          than for Macrovision's breach (in which event Licensee's rights
          hereunder will continue until the expiration of the second of the
          renewal terms herein):

          11.4.1    all rights granted to Licensee under this Agreement
                    immediately will terminate and absolutely no interest
                    whatsoever in any of such rights will thereafter remain in
                    Licensee; and


                                          13
                                     CONFIDENTIAL



          11.4.2    Licensee will immediately cease the manufacture and/or
                    distribution of Products.

    11.5  CONTINUING LIABILITY.  No termination of this Agreement will in any
          manner whatsoever release, or be construed as releasing, any party
          from any liability to the other arising out of or in connection with a
          party's breach of or failure to perform any covenant, agreement, duty
          or obligation contained herein prior to the date of such termination.

12. CONFIDENTIAL INFORMATION

    12.1  CONFIDENTIALITY.  Macrovision and Licensee (on behalf of themselves
          and their respective officers, employees and agents) each agree to use
          all reasonable efforts to keep secret and confidential, and not to use
          or permit the use of for any purpose whatsoever, during the term of
          this Agreement and for a period of three (3) years thereafter, all
          written confidential information (including the terms of this
          Agreement) acquired from the other party ("Confidential Information"),
          whether prior to or during the term of this Agreement, except as
          disclosure or use of such Confidential Information is permitted by
          this Agreement or by a writing signed by the parties hereto.  This
          confidentiality requirement will extend to Licensee's relationships
          with subcontractors and/or distributors. To that end, without limiting
          the generality of the foregoing, Macrovision and Licensee each agree
          that the Licensed Technology technical information provided by
          Macrovision and all information concerning the Security Standards is
          deemed Confidential Information for the purpose of this Section. The
          parties will promptly confirm any oral disclosure of Confidential
          Information in writing, and cause all other written materials and
          other documents containing Confidential Information to be plainly
          marked by the disclosing party to indicate the secret and confidential
          nature thereof, and to prevent the unauthorized use or reproduction
          thereof.  The obligations imposed upon each party hereto by this
          Section will not apply with respect to any information which

          12.1.1    is or becomes published or otherwise is generally available
                    to the public other than through the fault of the receiving
                    party; or

          12.1.2    is publicly released in writing by the disclosing party; or

          12.1.3    is lawfully obtained from a third party without a duty of
                    confidentiality; or

          12.1.4    is known to the receiving party prior to such disclosure and
                    was not improperly obtained; or
 
          12.1.5    is, at any time, developed by the receiving party
                    independently of any such disclosure from the disclosing
                    party.

    12.2  EQUITABLE REMEDIES.  Each party acknowledges that in the event it
          breaches any confidentiality provision of this Agreement, the other
          party may be irreparably harmed and may not have an adequate remedy at
          law. In the event either party commits or threatens to commit any such
          breach, the other party will be entitled to injunctive relief to
          enforce its rights hereunder, without being required to post any bond
          or other security.

    12.3  SURVIVAL OF OBLIGATIONS.  The obligations of the parties under this
          Section 12 will survive, in accordance with the terms hereof, the term
          and termination of this Agreement and will remain in full force and
          effect regardless of the cause of any termination.


                                          14
                                     CONFIDENTIAL



13. EXPORT CONTROLS AND EXCISE TAXES

    13.1  FOREIGN CONTROL REGULATIONS.  The export regulations of the U.S.
          Department of Commerce prohibit, except under special validated
          license, the export from the United States of technical data relating
          to certain commodities unless the exporter has received certain
          written assurances from the foreign importer.  In order to facilitate
          the exchange of information in accordance with this Agreement and in
          conformity with the regulations relating to the exportation of
          technical data, Licensee agrees to fully comply with all relevant
          regulations of the U.S. Department of Commerce and to assure that no
          violation of such regulations or of the authorizing legislation
          therefor will occur. In the event that a Japanese governmental
          authorization is required for the disclosure of Confidential
          Information under this Agreement, Licensee will not disclose such
          Confidential Information until Licensee obtains such authorization.

    13.2  EXCISE TAXES.  The parties anticipate that there will not be any sales
          tax, use tax, or other excise tax imposed upon the transactions set
          forth in this Agreement.  However, in the event that any sales tax,
          use tax, or other excise tax is imposed upon Macrovision by any
          jurisdiction with respect to such transactions, Licensee will
          reimburse Macrovision the amount of any and all such taxes paid by
          Macrovision (excluding taxes on the income of Macrovision) to the
          fullest extent permitted by law.

14. MISCELLANEOUS PROVISIONS

    14.1  GOVERNING LAW.  This Agreement will be governed by and interpreted in
          accordance with the laws of the State of California, as applied to an
          agreement between two residents of California to be wholly performed
          in California.

    14.2  RIGHTS CUMULATIVE.  Each and all of the various rights, powers and
          remedies of the parties will be considered to be cumulative with and
          in addition to any other rights, powers and remedies which such
          parties may have at law or in equity in the event of breach of any of
          the terms of this Agreement.  The exercise or partial exercise of any
          right, power or remedy will neither constitute the exclusive election
          thereof nor the waiver of any other right, power or remedy available
          to such party.

    14.3  NOTICES.  All notices, consents or demands of any kind which either
          party to the Agreement may be required or may desire to serve on the
          other party in connection with this Agreement will be in writing, will
          be deemed complete upon delivery and will be delivered by facsimile
          with a confirming copy sent by mail,  personal service or by
          registered or certified mail, return receipt requested, deposited in
          the United States mail with postage thereon fully prepaid, addressed
          to the party at the address or facsimile number set forth in the
          initial paragraph of this Agreement.  Service of any such notice,
          consent or demand so made by mail will be deemed complete on the date
          of actual delivery as shown by the addressee's registry or
          certification receipt.  Each party hereto may from time-to-time, by
          notice in writing served upon the other as aforesaid, designate a
          different mailing address or facsimile number or a different person to
          which such notices or demands are thereafter to be addressed or
          delivered.

    14.4  SEVERABILITY.  If any of the provisions of this Agreement are held to
          be void or unenforceable, the parties agree that such determination
          will not result in the nullity or unenforceability of the remaining
          portions of this Agreement.  The parties further agree to replace such
          void or unenforceable provisions of this Agreement with valid and
          enforceable provisions which will achieve, to the extent legally
          permissible, the economic, business and other purposes of the void or
          unenforceable provisions.



                                          15
                                     CONFIDENTIAL



    14.5  COUNTERPARTS.  This Agreement may be executed in separate
          counterparts, and by facsimile, each of which will be deemed an
          original, and when executed, separately or together, will constitute a
          single original instrument, effective in the same manner as if the
          parties had executed one and the same instrument.

    14.6  ENTIRE AGREEMENT.  This Agreement is intended by the parties to be the
          final expression of their agreement and constitutes and embodies the
          entire agreement and understanding between the parties hereto and
          constitutes a complete and exclusive statement of the terms and
          conditions thereof, and will supersede any and all prior
          correspondence, conversations, negotiations, agreements or
          understandings relating to the same subject matter.

    14.7  AMENDMENTS.  No change in, modification of or addition to the terms
          and conditions contained herein will be valid as between the parties
          unless set forth in a writing which is signed by authorized
          representatives of both the parties and which specifically states that
          it constitutes an amendment to this Agreement.

    14.8  WAIVER.  No waiver of any term, provision, or condition of this
          Agreement, whether by conduct or otherwise, in any one or more
          instances, will be deemed to be, or be construed as, a further or
          continuing waiver of that term, provision or condition or any other
          term, provision or condition of this Agreement.

    14.9  ASSIGNMENT. Neither party hereto will assign this Agreement or any
          rights or obligations hereunder to any party without the prior written
          consent of the other party hereto, other than to a successor in
          interest.  Such consent will not unreasonably be withheld.

    14.10 BINDING ON SUCCESSORS AND ASSIGNS.  Subject to the restrictions of
          Section 14.9, this Agreement and all of its terms, conditions and
          covenants are intended to be fully effective and binding, to the
          extent permitted by law, on the successors and permitted assigns
          of the parties hereto.

    14.11 CAPTIONS.  Captions are provided in this Agreement for convenience
          only and they form no part of this Agreement and are not to serve
          as a basis for interpretation or construction of this Agreement,
          nor as evidence of the intention of the parties hereto.

    14.12 DISCLAIMER OF AGENCY.  Nothing contained in this Agreement is
          intended or will be construed so as to constitute the parties to
          this Agreement as partners or joint venturers or as agents of each
          other.  Neither party will have any express or implied right or
          authority to assume or create any obligations on behalf of or in
          the name of the other party or to bind the other party in any
          contract, agreement or undertaking with any third party.

    14.13 PUBLICITY.  Macrovision and Licensee agree that from 
          time-to-time it will be beneficial to both parties to issue press
          releases and other public announcements concerning benefits
          arising from the manufacture  and sale of Products. Each party
          agrees to submit for mutual approval  any press release which
          involves the other party and the Licensed Technology, such
          approval not to be unreasonably withheld. Macrovision  may at any
          time "line list" Licensee as an authorized Product Licensee.
          Likewise, Licensee may publicly disclose that it is a
          Macrovision-authorized Product Licensee.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto as of the Effective


                                          16
                                     CONFIDENTIAL










Date.

MACROVISION CORPORATION                VICTOR COMPANY OF JAPAN, LIMITED

By: /s/ Victor A. Viegas                By: /s/ Tokio Nohara
   ------------------------------          ------------------------------
         (Signature)                                  (Signature)
Name:   Victor A. Viegas                Name: Tokio Nohara
     ----------------------------            ----------------------------
         (Please print)                               (Please print)
Title: Vice President                   Title: Associate Director
      ---------------------------              General Manager
         (Please print)                        Intellectual Property Department
                                              ---------------------------
                                                      (Please print)
Date: February 18, 1997                 Date: February 18, 1997
     ----------------------------            ----------------------------










                                          17
                                     CONFIDENTIAL










                                        NOTICE

          ATTACHMENTS 1 - 4 OF THIS AGREEMENT ARE THE LATEST VERSION OF THE

     "SPECIFICATIONS OF THE MACROVISION ANTITAPING PROCESS FOR DVD APPLICATIONS"

              IF YOU DO NOT HAVE A COPY OF THE SPECIFICATIONS DOCUMENT,

        PLEASE CALL THE EXECUTIVE ADMINISTRATIVE ASSISTANT AT (408) 743-8419.











                                          18
                                     CONFIDENTIAL











                                     ATTACHMENT 5


                             PRODUCT NOTICE REQUIREMENTS


A.  The Product must have a legible notice (readable by an average person
    without magnification), silk screened or placed on a non-removable exterior
    tag on the back or bottom, in a readily viewable location of the Product
    that will read as follows:

    Apparatus Claims of U.S. Patent Nos. 4,631,603, 4,577,216, 4,819,098, and
    4,907,093 licensed for limited viewing uses only.

B.  In the printed collateral material that accompanies the Product, the
    following notice must be printed in an appropriate place in such materials:

    This product incorporates copyright protection technology that is protected
    by method claims of certain U.S. patents and other intellectual property
    rights owned by Macrovision Corporation and other rights owners.  Use of
    this copyright protection technology must be authorized by Macrovision
    Corporation, and is intended for home and other limited viewing uses only
    unless otherwise authorized by Macrovision Corporation. Reverse engineering
    or disassembly is prohibited.











                                          19
                                     CONFIDENTIAL



                                      ATTACHMENT 6

                          MACROVISION DVD/DVCR MANUFACTURERQUARTERLY REPORT
LICENSEE:
              -----------------------------------
LOCATION:
              -----------------------------------

CURRENT PERIOD:  FROM:     /    /       TO:      /    /
                       ---- ---- ----        ---- ---- ----
--------------------------------------------------------------------------------

                                                       NUMBER OF PRODUCTS SOLD
CUSTOMER/BUYER NAME

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

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

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

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

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

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

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

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

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

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

--------------------------------------------------------------------------------
                                  REPORT TOTAL:
--------------------------------------------------------------------------------

Product ROYALTY FEE DUE TO MACROVISION @ $       PER UNIT = $
                                          ------              -------------
NO SALES / / (If there are no sales in this current period, please provide
              report with box checked)

PROJECTED SALES :  1ST QUARTER FROM CURRENT PERIOD                  (Products)
                   (3 Months forward)              -----------------

(In Units Only)    2ND QUARTER FROM CURRENT PERIOD                  (Products)
                   (Months 4-6 on a forward basis) -----------------

Certified by:                                         Date:
             ---------------------------------------       -----------------
             (Signature)

             ---------------------------------------
             (Name)

             ---------------------------------------
             (Title)

                                          20
                                     CONFIDENTIAL



                                     ATTACHMENT 7

           DIGITAL VERSATILE DISC PLAYER / DIGITAL VIDEO CASSETTE RECORDER
                   NON-ASSERTION AGREEMENT FOR ANTICOPY TECHNOLOGY

This DVD/DVCR NON-ASSERTION AGREEMENT is made as of the ____ day of ___________,
199_ by and between MACROVISION CORPORATION, a California corporation, having
its principal place of business at 1341 Orleans Drive, Sunnyvale, California
94089, Facsimile (408) 743-8610 and _______________________________, a
________________ corporation, having its principal place of business at
___________________________, Facsimile ____________________.


                                       RECITALS

A.  Macrovision is the owner of all right, title and interest in and to certain
    anticopying technology which may be used  to protect video material against
    unauthorized analog copying in connection with Digital Video Disc or
    Digital Video Cassette Recorder program playback.

B.  Seller desires to incorporate the Macrovision anticopy technology
    components into Products.

C.  Macrovision acknowledges Seller's desire and is ready to make such
    technology available to Seller in accordance with the terms and conditions
    contained in this Agreement.


                                      AGREEMENT

NOW THEREFORE,  in consideration of the mutual covenants set forth below, the
parties agree as follows:

1.  DEFINITIONS

    In this Agreement,

         1.1  "ADAPTIVE CONTROL" means the ability to switch between the
              primary configuration of the Process and one or more secondary
              configurations of the Process on a real-time basis in accordance
              with the status of control bits read from the media;

         1.2  "AGC SYSTEM" means a system of modifying a video signal so as to
              inhibit the making of Playable video recordings therefrom.  This
              modification consists of adding a combination of either a pseudo
              sync or a regular sync pulse with an AGC pulse.  These pairs of
              sync and AGC pulses are designed to cause the AGC circuitry in a
              Recording Device to miscalculate the proper gain setting and
              thereby render copy protection performance Effective;

         1.3  "AGREEMENT" means this agreement and all attachments hereto;

         1.4  "APPARATUS" means apparatus for implementing the Process within a
              Product;

         1.5  "AUTHORIZED COMPONENT SUPPLIER" means a Macrovision authorized
              supplier of manufactured Devices;


                                          21
                                     CONFIDENTIAL



         1.6  "CLAIMS" means claims 14-20 of U.S. Patent No. 4,631,603; claims
              8-14 of U.S. Patent No. 4,577,216; claims 9-13 of U.S. Patent No.
              4,819,098; claims 18-29, 32, 33, 44-52 of U.S. Patent No.
              4,907,093; and foreign counterpart patent claims claiming the
              priority date of or disclosing and claiming the same inventions
              as recited in the above enumerated claims relating to the
              Apparatus and the Licensed Technology; and other patent claims
              and foreign counterparts thereof, existing now or in the future,
              covering the Apparatus and/or the Licensed Technology;

         1.7  "COLORSTRIPE" means the modification of a color video signal to
              inhibit the making of Playable video recordings thereof.  This
              modification causes a resultant color picture from a subsequent
              video tape recording to show variations in the color fidelity
              that appear as bands or stripes of color error;

         1.8  "COPY PROTECTED" means, when referring to a Disc or Digital
              Cassette, a Disc or Digital Cassette on which the Trigger Bits
              have been set to activate the Process in the Product; and when
              referring to program material means that the Process has been
              applied to the analog output of the Product;

         1.9  "DEVICE" means an Authorized Component Supplier's integrated
              circuit which contains the Apparatus;

         1.10 "DIGITAL CASSETTE" means a  prerecorded digital video cassette
              which incorporates the Trigger Bits to activate or control part
              or all of the Process;

         1.11 "DISC" means a  prerecorded digital video disc/digital versatile
              disc which incorporates the Trigger Bits to activate or control
              part or all of the Process;

         1.12 "DVCR TECHNOLOGY" means the technology used in the design,
              development and/or manufacture of digital video cassette
              recorders utilizing industry standard specifications.  Such
              recorders will reproduce real-time recordings as well as play
              back Digital Cassettes.  Such recorders do not include digital
              recorders that record on a less-than-real time basis for later
              playback.  For the purposes of this Agreement,
              "less-than-real-time" means any application in which a video
              program is transmitted to an end user in significantly less time
              than the program's normal running time, and is recorded as
              received on any suitable medium, for later viewing by the end
              user;

         1.13 "DVD TECHNOLOGY" means the technology used in the design,
              development and/or manufacture of Digital Versatile Disc players
              and/or recorders utilizing industry standard specifications,
              independent of the laser technology, the method of media
              production and the disc or system parameters.  Such players
              and/or recorders may utilize industry standard specifications and
              will reproduce real-time recordings as well as playback Discs.
              Such recorders do not include digital recorders that record on a
              less-than-real time basis for later playback;

         1.14 "EFFECTIVE DATE" means the date or the last of the dates, if
              different, on which this Agreement is executed by Macrovision and
              Seller, which Effective Date will be entered in the preamble of
              this Agreement;

         1.15 "LICENSED TECHNOLOGY" means the Claims and the technology
              (including the intellectual property embodied therein) specified
              in Attachments 1A, 1B, 2 and 3 which is used in the design,
              development and/or manufacture of Products which will allow
              application of the Process to the analog output of a Player or a
              Recorder and which will allow detection of the analog copy
              protection signal on the analog input of a Recorder, and all
              enhancements thereto which Macrovision chooses to make available
              to its licensees, but expressly excludes the technology used for
              activation of the Adaptive Control of the Process;


                                          22
                                     CONFIDENTIAL



         1.16 "SELLER" means ______________________;

         1.17 "MACROVISION" means Macrovision Corporation;

         1.18 "MACROVISION LICENSEE" means an entity other than Seller licensed
              by Macrovision to import, offer for sale, sell and distribute
              worldwide Products, directly or indirectly to consumers under
              Macrovision Licensee's own brand name; provided that Macrovision
              Licensee also has the worldwide right to dispose of defective
              Product after it has been destroyed.

         1.19 "PLAYABLE" and "PLAYABILITY" means the characteristic of not
              displaying materially degraded pictures from signals containing
              the Process, including color bars and active program material.
              The ideal playability requirement for an anticopy process
              requires that a skilled observer, viewing a variety of typical
              and worst case images on a large representative sampling of TV
              models in use, should be unable to determine whether copy
              protection is turned on or not.  In this context, worst case
              images are those most likely to produce visible artifacts for the
              particular copy protection system in question.  For the purposes
              of this Agreement, compliance with the Playability requirements
              of the Agreement will be determined largely by objective
              measurement criteria, but in light of the impossibility of
              including every possible situation under an objective measurement
              umbrella, Licensee is required to adhere to a subjective
              indicator of playability also. The subjective indicator, from
              which the objective measurements are derived, is as follows:  the
              TV model in question, when displaying copy protected images,
              should not produce any artifacts AS A RESULT OF THE COPY
              PROTECTION which could cause critical consumers to complain.
              Without limiting the generality of the foregoing, Playability
              will be deemed to have been achieved when:

              1.19.1    with respect to the AGC System,

                        1.19.1.1  SKEW ERRORS.  The horizontal phase lock loop
                                  shall have recovered from any disturbance
                                  caused by the pseudo-sync pulse component of
                                  the AGC process such that the first active
                                  line of each field shall be offset
                                  horizontally by no more than 200 nanoseconds
                                  from its correct position.  Subsequent lines
                                  shall have smaller offsets in a  smoothly
                                  diminishing manner.  Also, the offset error
                                  profile on alternate fields shall differ by
                                  no more than 10 percent;

                        1.19.1.2  CLAMPING ERRORS.  The black level clamping
                                  circuits shall have recovered from any
                                  disturbance caused by the pseudo-sync/AGC
                                  pulse pairs, such that the blanking error on
                                  the first active line of each field shall be
                                  within 2 IRE unit of its correct value, and
                                  subsequent lines shall have smaller errors in
                                  a  smoothly diminishing manner. Also, the
                                  error profile on alternate fields shall
                                  differ by no more than  0.5 IRE units to
                                  avoid flicker.  This measurement should be
                                  carried out when the AGC pulses are at
                                  maximum amplitude;

                        1.19.1.3  GAIN ERRORS.  The gain of the luminance or
                                  chrominance channels of the TV set shall
                                  change by no more than 1% when the AGC pulses
                                  are cycled between maximum and minimum
                                  amplitude;

                        1.19.1.4  VERTICAL JITTER.  Any vertical jitter caused
                                  by the interaction of the pseudo-sync pulses
                                  and the vertical sync circuits of the TV set
                                  shall be less than 0.05% of picture height;
                                  and


                                          23
                                     CONFIDENTIAL



                        1.19.1.5  RETRACE BLANKING.  TV sets should have
                                  adequate blanking to ensure the absence of
                                  any visible artifacts due to the presence of
                                  AGC pulses during the retrace period;

              1.19.2    with respect to Colorstripe,

                        1.19.2.1  RGB AMPLITUDE ERRORS.  The demodulated RGB
                                  signals shall exhibit no more than a 0.5%
                                  amplitude differential between lines with
                                  modified colorburst and lines with normal
                                  colorburst, measured using 75% color bars.
                                  Field to field (30Hz) changes of this
                                  differential should be less than 0.1%.  This
                                  measurement may either be made differentially
                                  between tube grids and cathodes, or directly
                                  on the color difference signals with
                                  appropriate scaling;

                        1.19.2.2  SATURATION CHANGES.  The amplitude of the
                                  demodulated color difference signals shall
                                  change by no more than 1% when the
                                  Colorstripe process is cycled on and off;

                        1.19.2.3  PHASE CHANGES.  The phase of the regenerated
                                  color subcarrier shall change by no more than
                                  1 degree when the Colorstripe process is
                                  cycled on and off; and

                        1.19.2.4  LUMINANCE ARTIFACTS.  The separated luminance
                                  signal shall exhibit no amplitude variations
                                  in excess of 0.25% on lines with modified
                                  colorbursts as compared to lines with normal
                                  colorburst;

         1.20 "PROCESS" means Macrovision's proprietary Analog Protection
              System ("APS") in which the video signal is modified by:

              1.20.1    the AGC System, or

              1.20.2    the AGC System and Colorstripe, as more particularly
                        described in Attachments 1A and 1B;

         1.21 "PRODUCT", sometimes individually referred to herein as a Player
              or a Recorder, means one or more of the following:

              1.21.1    a Player which incorporates the Device and an analog
                        video output port and associated control software, and
                        which is offered for sale or intended to be offered for
                        sale by Seller to consumers, directly or indirectly,
                        for purposes of play back of real-time Discs; or

              1.21.2    a Recorder which incorporates the Device, and an analog
                        video output or input port and associated control
                        software, and which is offered for sale or intended to
                        be offered for sale by Seller to consumers, directly or
                        indirectly, for purposes of play back and/or recording
                        of real-time Discs; or

              1.21.3    a Recorder which incorporates the Device and an analog
                        video output or input port and associated control
                        software, and which is offered for sale or intended to
                        be offered for sale by Seller to Macrovision Licensees,
                        directly or indirectly, for purposes of recording
                        and/or playback of real-


                                          24
                                     CONFIDENTIAL



                        time Digital Cassettes, and includes digital video tape
                        recorders as well as camera/recorder ("camcorders") 
                        combinations containing analog video output or input 
                        ports; or

              1.21.4    an emulator containing the Device and an analog video
                        output which emulates DVD functionality as part of a
                        DVD authoring system; or

              1.21.5    a DVD ROM drive which incorporates or utilizes the
                        Device and an analog video output port and associated
                        control software, and which is offered for sale or
                        intended to be offered for sale by Seller to consumers,
                        directly or indirectly, for purposes of play back of
                        real-time Discs.

         1.22 "RECORDING DEVICE" means any consumer-type analog video cassette
              recorders (VCR), including camcorders, and/or consumer-type
              analog television-video cassette recorder combinations which it
              or its Subsidiaries or affiliates manufactures or sells after the
              Effective Date;

         1.23 "RIGHTS HOLDER" means an owner of program rights to any material
              to be recorded on a Disc or a Digital Cassette.  Rights Holders
              will be under individual licenses from Macrovision to activate
              the Process by encoding or embedding codes onto a copy-protected
              Disc or Digital Cassette during the mastering and/or
              manufacturing  of the Disc or Digital Cassette;

         1.25 "SECURITY STANDARDS" means the features Seller must include in
              the design of the Player or Recorder to reasonably ensure that
              the Apparatus cannot readily be compromised, activated or
              de-activated by an unauthorized party, as specified in Attachment
              2;

         1.26 "SET TOP DECODER" means a digital video decoder which contains a
              Device and which enables consumers to receive television
              broadcasts or transmissions of pay-per-view programming over
              cable, direct broadcast satellite, telephone lines or by other
              means;

         1.27 "TERRITORY" means the countries in which Macrovision has relevant
              patents, as listed in Attachment 4, and Malaysia. Macrovision,
              upon the written request of Seller, will consider in good faith
              the addition of individual nations to the Territory on a
              nation-by-nation basis; and

         1.29 "TRIGGER BITS" means those Analog Protection System (APS) trigger
              bits, the function of which is to control the application of the
              Process within a Product.

2.  GRANT OF RIGHTS/PAYMENTS

    2.1  GRANT.  For valuable consideration, and subject to the terms and
         conditions of this Agreement, Macrovision hereby agrees not to assert
         against Seller the Apparatus Claims as a result of Seller engaging in
         the following acts:

         2.1.1     purchasing the Device from Authorized Component Suppliers;

         2.1.2     incorporating in the territory, or having incorporated on a
                   subcontract basis for the benefit of Seller, the Device
                   within one or more Products; and

         2.1.3     manufacturing in the Territory and selling worldwide
                   Products to Macrovision Licensees.


                                          25
                                     CONFIDENTIAL



    2.2  FIELD OF USE RESTRICTIONS.  Seller acknowledges that it is granted
         only those rights expressly set out in this Agreement and no other
         rights.  Without limiting the generality of the foregoing, this
         Agreement grants no rights whatsoever with respect to
         less-than-real-time applications, pay-per-play Discs and related
         hardware, special purpose Recorders or Players, Set Top Decoders and
         Product/Set Top Decoder combinations, and Product manufactured in
         combination with other digital devices.

    2.3  AUDIT RIGHTS. Macrovision will have the right during the term of this
         Agreement and for one (1) year thereafter to have an independent
         certified public accounting firm review or audit Seller records for
         the purpose of certifying compliance with this Agreement.  All audits
         will be at Macrovision's expense and conducted during regular business
         hours,  and begun upon at least one (1) week's prior notice.   If the
         audit reveals that Seller has materially breached this Agreement,
         then, without limiting any other rights which Macrovision may have in
         respect thereof, Seller will reimburse Macrovision for the cost of the
         audit.

3.  DESIGN REQUIREMENTS AND COSTS

    3.1  DESIGN AND DEVELOPMENT OF PRODUCTS.  Seller will design and develop
         the Product to incorporate the Licensed Technology and to comply with
         the Security Standards. Macrovision will have no responsibility for
         the design, development, manufacture and distribution of Products.
         Seller further agrees and acknowledges that the design, development,
         manufacture, and integration of the Licensed Technology into a Product
         will be at Seller's sole expense.

    3.2  ADAPTIVE CONTROL.  Seller will be solely responsible for
         implementation from a software and hardware perspective of the
         Adaptive Control of the Process and the Device.  Macrovision will not
         provide to Seller any software or hardware component related to
         Adaptive Control, or any specification therefor, and Seller will be
         solely responsible for providing (or obtaining from third parties) the
         necessary adaptive control capability within the DVD or DVCR format.
         Seller acknowledges that the Product specification developed by
         Macrovision provides for Adaptive Control, but that Authorized
         Component Suppliers are free to implement Adaptive Control in a unique
         manner which may result in Adaptive Control differences from one
         Authorized Component Supplier to another.

4.  ADDITIONAL TERMS

    4.1  ACTIVATION/USAGE OF LICENSED TECHNOLOGY INTO DVD TECHNOLOGY AND/OR
         DVCR TECHNOLOGY.  For the purposes of this Agreement:

         4.1.1     it is assumed that a mechanism by which a Disc and/or a
                   Digital Cassette can be encoded with a part of the Process
                   and/or have the digital bit stream marked in such a manner
                   that it will activate the Apparatus and add the Process to
                   the analog output of the Product exists and is available to
                   Seller and/or Rights Holders;

         4.1.2     a Rights Holder will determine if a particular Disc or
                   Digital Cassette is to be Copy Protected;

         4.1.3     the Apparatus will be "off" (i.e., no Process output) unless
                   a Disc or Digital Cassette has been encoded for copy
                   protection and/or has copy protection embedded codes; and

         4.1.4     Seller agrees that only Macrovision can authorize usage of
                   the Process or encoding or embedding of Process codes or
                   Process activation codes onto Discs and Digital Cassettes.


                                          26
                                     CONFIDENTIAL



    4.2  UTILIZATION OF LICENSED TECHNOLOGY.  Seller will incorporate the
         Licensed Technology in each DVD player and DVD recorder which it
         produces for a Macrovision Licensee.  Nothing in this Agreement
         prohibits Seller from also incorporating any other form of anticopy
         technology, whether existing now or in the future, into its Products.

    4.3  PROCESS ATTRIBUTES.  Seller will not make any misrepresentations about
         the Apparatus, its effectiveness and attributes that are contrary to
         any written representations provided by Macrovision. Seller will
         instruct its distributors to similarly limit representations made with
         respect to the Licensed Technology.

5.  SUPPORT AND IMPROVEMENTS

    5.1  IMPROVEMENTS.  Macrovision will apprise Seller of any improvements in
         the Apparatus and the Licensed Technology and make such improvements
         available to Seller at no additional charge other than Macrovision's
         reasonable non-development related costs for services requested in
         writing by Seller, which costs may include (but are not limited to)
         documentation, travel, meal and lodging expenses.  During the term of
         this Agreement, Seller may purchase any improved version of the Device
         that is made available by Authorized Component Suppliers.

    5.2  COMPLETE DOCUMENTATION.  Macrovision represents that the
         specifications contained in Attachments 1A, 1B, 2, and 3 are complete
         and are the same specifications as are provided to Authorized
         Component Suppliers, but may be updated from time to time to reflect
         improvements to the Process.

6.  PROPRIETARY RIGHTS

    6.1  PROPRIETARY PROPERTY OF MACROVISION.  Seller recognizes and agrees
         that the Apparatus, the Process, the Claims and the Licensed
         Technology are the proprietary property of Macrovision and that Seller
         has no right to sublicense the Apparatus, the Process, the Claims or
         the Licensed Technology to any party and has only such limited rights
         as are expressly granted by Macrovision to Seller hereunder.
         Macrovision represents and warrants that it owns the Licensed
         Technology and has the right and power to enter into this Agreement
         with Seller.  Macrovision represents that it has no knowledge as of
         the Effective Date of any claims by third parties that the Process as
         implemented using the Device infringes any third party patents.

    6.2  PRODUCT NOTICE.  Seller will display notices as set forth in
         Attachment 5 on Products and/or associated collateral material, as
         required to appropriately protect Macrovision's intellectual property
         rights in the country of Product distribution.  Such notices may be in
         a language appropriate to the countries where the Product will be
         distributed.

7.  QUALITY CONTROL

    7.1  Seller will employ such industry quality standards with respect to use
         of the Licensed Technology as would be expected of a reasonably
         competent manufacturer of electronic devices of the nature and
         complexity of the Products, and will design, develop and manufacture
         Products and any related operating system software capable of using
         the Apparatus in compliance with the Security Standards and Adaptive
         Control. Seller will coordinate any quality control questions which
         may arise in respect of Adaptive Control with the relevant Rights
         Holders.  Seller further agrees to employ such quality standards with
         respect to integration of the Device into Products.  Seller will be
         solely responsible for carrying out adequate tests of the Process
         variables specified in Attachments 1A and 1B for the purpose of
         confirming that the design has been implemented properly and that the
         Seller's Product correctly incorporates the Licensed Technology.


                                          27
                                     CONFIDENTIAL



    7.2  Seller will not sell or distribute any Products capable of using the
         Apparatus prior to the satisfactory completion of such testing and the
         forwarding of written notice to Macrovision confirming that such tests
         have been satisfactorily completed.

    7.3  On or before the end of each calendar year during the term of this
         agreement, upon Macrovision's written request, Seller will deliver at
         its expense to Macrovision's headquarters in Sunnyvale, California,
         three representative samples of Products which contain the Device, at
         least one of which will be a PAL Product and one of which will be an
         NTSC Product.  Macrovision will have the right to test such products
         for compliance with the specifications set for in Attachments 1A, 1B,
         2, and 3, and upon written request from Macrovision, Seller agrees to
         answer technical questions about the Products as may be reasonably
         requested by Macrovision.  Macrovision may retain all such products
         throughout the term of this Agreement, however, such products will
         only be used for the testing activities described herein.

8.  INDEMNIFICATIONS

    8.1  INDEMNIFICATION OF MACROVISION. Seller will indemnify Macrovision
         against any and all third party claims of infringement, including
         patent, copyright and trade secret claims which may be asserted
         against Macrovision on the grounds and to the extent that any
         modifications to the Apparatus, the Claims or the Licensed Technology
         made by Seller infringes upon such third party's patent(s),
         copyright(s) or trade secret rights.  Seller will have the right to
         defend against, control the defense of, and settle any action based
         upon any such claims.  Seller will bear all costs and expenses,
         including reasonable attorneys' fees, incurred in connection with the
         defense of any such claims or as a result of any settlement made or
         judgment reached on the basis of such claims.  Seller's obligations
         under this Section 8.1 will arise only if Macrovision:

         8.1.1     promptly notifies Seller in writing when such a claim is
                   made;

         8.1.2     has complied with the material terms of this Agreement;

         8.1.3     furnishes such information and assistance as Seller may
                   reasonably request in connection with the defense,
                   settlement or compromise of such claim;

         8.1.4     does not enter into any settlement of any such claim without
                   Seller's prior written consent; and

         8.1.5     allows Seller to direct the defense of and/or handle such
                   suit, claim or proceeding.

9.  DISCLAIMER OF WARRANTIES AND REVISION LEVEL OF LICENSED TECHNOLOGY

    9.1  THE CLAIMS AND THE LICENSED TECHNOLOGY ARE LICENSED UNDER THIS
         AGREEMENT BY MACROVISION TO SELLER "AS IS".  NOTHING IN THIS AGREEMENT
         WILL BE CONSTRUED AS A WARRANTY OR REPRESENTATION THAT:

         9.1.1     SELLER WILL BE ABLE TO MAKE OR INCORPORATE THE DEVICE OR THE
                   PRODUCT WITHOUT INFRINGING THE INTELLECTUAL PROPERTY RIGHTS
                   OF THIRD PARTIES;


         9.1.2     SELLER WILL BE ABLE TO SUCCESSFULLY MAKE OR INCORPORATE THE
                   APPARATUS, DEVICE OR PRODUCT; OR


                                          28
                                     CONFIDENTIAL



         9.1.3     SELLER IS GRANTED ANY RIGHTS BY IMPLICATION, ESTOPPEL OR
                   OTHERWISE EXCEPT THE RIGHTS EXPRESSLY SET FORTH HEREIN.

    9.2  SPECIFIC REVISION OF LICENSED TECHNOLOGY.  SELLER RECOGNIZES THAT THE
         LEVEL OF REVISION OF THE PROCESS AND SPECIFICATIONS INCLUDED IN THIS
         AGREEMENT IS REVISION 7.01 AND THAT THE REVISION LEVEL TO BE
         INCORPORATED AT THE TIME OF MANUFACTURE MAY BE DIFFERENT FROM THE
         REVISION LEVEL OF ATTACHMENTS 1A AND 1B AT THE TIME OF EXECUTION OF
         THIS AGREEMENT. SELLER FURTHER RECOGNIZES THAT THE REVISION LEVEL OF
         ATTACHMENTS 1A AND 1B MAY BE THE SUBJECT OF INDUSTRY STANDARDIZATION
         OF THE FORMAT SPECIFICATIONS FOR THE DVD TECHNOLOGY AND THE DVCR
         TECHNOLOGY AND MAY BE CHANGED FROM REVISION 7.0.  SELLER ASSUMES FULL
         RESPONSIBILITY FOR INCLUDING THE APPROPRIATE REVISION LEVEL
         SPECIFICATIONS IN PRODUCTS PRODUCED BY SELLER.

    9.3  TECHNICAL REFERENCE DOCUMENT.  Macrovision represents that Revision
         7.0 meets the proposed terms of the "Technical Reference Document" of
         the draft U.S. DVD legislation (as of March 26th, 1996) printed as
         Section 201 of the Digital Video Recording Act of 1996, however no
         representation or warranty is made or implied that this specification
         will meet future versions of the TRD or the final legislation if and
         when enacted.

10. LIMITATION OF LIABILITY

    10.1 IN NO EVENT WILL MACROVISION'S LIABILITY IN CONNECTION WITH THE
         APPARATUS CLAIMS, THE LICENSED TECHNOLOGY, THE DEVICE, THE PROCESS, OR
         THIS AGREEMENT EXCEED THE AMOUNTS PAID BY LICENSEE TO MACROVISION
         UNDER THIS AGREEMENT.  THIS LIMITATION WILL APPLY TO ALL CAUSES OF
         ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF
         CONTRACT, BREACH OF WARRANTY, MACROVISION'S NEGLIGENCE, STRICT
         LIABILITY, PROPRIETARY RIGHTS INFRINGEMENT, MISREPRESENTATION AND ALL
         OTHER TORTS.

11. TERM AND TERMINATION

    11.1 TERM. This Agreement will become effective upon execution by both
         parties, and will continue in effect for as long as the DVD/DVCR
         License Agreement between Macrovision and Seller is effective, unless
         earlier terminated in accordance with its terms.

    11.2 TERMINATION FOR BREACH.  Other than with respect to Sections 4.2, 4.3
         and 4.4, in the event of a material breach by one party in the
         performance of its duties, obligations or undertakings under this
         Agreement, the other party will have the right to give written notice
         to the breaching party advising such party of the specific breach
         involved.  If the breaching party will not have remedied such breach
         within thirty (30) days after such notice, the other party will have
         the right, in addition to any other rights and remedies it may have,
         to terminate this Agreement immediately upon written notice to the
         defaulting party of such default with reasonable supporting
         documentation specifying in detail the nature of such default.  The
         thirty (30) day cure period is not applicable to breaches of
         confidentiality or improper disclosure of proprietary technology or
         other trade secrets.


                                          29
                                     CONFIDENTIAL



    11.3 TERMINATION FOR NON-USE.  In the event Seller does not offer Products
         for sale in the normal course of its business within two years of the
         Effective Date of this Agreement, or fails to offer Products for sale
         in the normal course of its business for any period thereafter during
         the term of this Agreement that exceeds one year, then Macrovision, at
         its option, may terminate this Agreement by giving written notice to
         Seller.

    11.4 EFFECT OF TERMINATION.  Upon the termination of this Agreement other
         than for Macrovision's breach (in which event Seller's rights
         hereunder will continue until the expiration of the second of the
         renewal terms herein):

         11.4.1    all rights granted to Seller under this Agreement
                   immediately will terminate and absolutely no interest
                   whatsoever in any of such rights will thereafter remain in
                   Seller; and

         11.4.2    Seller will immediately cease the manufacture and/or
                   distribution of Products.

    11.5 CONTINUING LIABILITY.  No termination of this Agreement will in any
         manner whatsoever release, or be construed as releasing, any party
         from any liability to the other arising out of or in connection with a
         party's breach of or failure to perform any covenant, agreement, duty
         or obligation contained herein prior to the date of such termination.

12. CONFIDENTIAL INFORMATION

    12.1 CONFIDENTIALITY.  Macrovision and Seller (on behalf of themselves and
         their respective officers, employees and agents) each agree to use all
         reasonable efforts to keep secret and confidential, and not to use or
         permit the use of for any purpose whatsoever, during the term of this
         Agreement and for a period of three (3) years thereafter, all written
         confidential information (including the terms of this Agreement)
         acquired from the other party ("Confidential Information"), whether
         prior to or during the term of this Agreement, except as disclosure or
         use of such Confidential Information is permitted by this Agreement or
         by a writing signed by the parties hereto.  This confidentiality
         requirement will extend to Seller's relationships with subcontractors
         and/or distributors. To that end, without limiting the generality of
         the foregoing, Macrovision and Seller each agree that the Licensed
         Technology technical information provided by Macrovision and all
         information concerning the Security Standards is deemed Confidential
         Information for the purpose of this Section. The parties will promptly
         confirm any oral disclosure of Confidential Information in writing,
         and cause all other written materials and other documents containing
         Confidential Information to be plainly marked by the disclosing party
         to indicate the secret and confidential nature thereof, and to prevent
         the unauthorized use or reproduction thereof.  The obligations imposed
         upon each party hereto by this Section will not apply with respect to
         any information which

         12.1.1    is or becomes published or otherwise is generally available
                   to the public other than through the fault of the receiving
                   party; or

         12.1.2    is publicly released in writing by the disclosing party; or

         12.1.3    is lawfully obtained from a third party without a duty of
                   confidentiality; or

         12.1.4    is known to the receiving party prior to such disclosure and
                   was not improperly obtained; or

         12.1.5    is, at any time, developed by the receiving party
                   independently of any such disclosure from the disclosing
                   party.


                                          30
                                     CONFIDENTIAL



    12.2 EQUITABLE REMEDIES.  Each party acknowledges that in the event it
         breaches any confidentiality provision of this Agreement, the other
         party may be irreparably harmed and may not have an adequate remedy at
         law. In the event either party commits or threatens to commit any such
         breach, the other party will be entitled to injunctive relief to
         enforce its rights hereunder, without being required to post any bond
         or other security.

    12.3 SURVIVAL OF OBLIGATIONS.  The obligations of the parties under this
         Section 12 will survive, in accordance with the terms hereof, the term
         and termination of this Agreement and will remain in full force and
         effect regardless of the cause of any termination.


13. EXPORT CONTROLS AND EXCISE TAXES

    13.1 FOREIGN CONTROL REGULATIONS.  The export regulations of the U.S.
         Department of Commerce prohibit, except under special validated
         license, the export from the United States of technical data relating
         to certain commodities unless the exporter has received certain
         written assurances from the foreign importer.  In order to facilitate
         the exchange of information in accordance with this Agreement and in
         conformity with the regulations relating to the exportation of
         technical data, Seller agrees to fully comply with all relevant
         regulations of the U.S. Department of Commerce and to assure that no
         violation of such regulations or of the authorizing legislation
         therefor will occur. In the event that a Japanese governmental
         authorization is required for the disclosure of Confidential
         Information under this Agreement, Seller will not disclose such
         Confidential Information until Seller obtains such authorization.

    13.2 EXCISE TAXES.  The parties anticipate that there will not be any sales
         tax, use tax, or other excise tax imposed upon the transactions set
         forth in this Agreement.  However, in the event that any sales tax,
         use tax, or other excise tax is imposed upon Macrovision by any
         jurisdiction with respect to such transactions, Seller will reimburse
         Macrovision the amount of any and all such taxes paid by Macrovision
         (excluding taxes on the income of Macrovision) to the fullest extent
         permitted by law.

14. MISCELLANEOUS PROVISIONS

    14.1 GOVERNING LAW.  This Agreement will be governed by and interpreted in
         accordance with the laws of the State of California, as applied to an
         agreement between two residents of California to be wholly performed
         in California.

    14.2 RIGHTS CUMULATIVE.  Each and all of the various rights, powers and
         remedies of the parties will be considered to be cumulative with and
         in addition to any other rights, powers and remedies which such
         parties may have at law or in equity in the event of breach of any of
         the terms of this Agreement.  The exercise or partial exercise of any
         right, power or remedy will neither constitute the exclusive election
         thereof nor the waiver of any other right, power or remedy available
         to such party.

    14.3 NOTICES.  All notices, consents or demands of any kind which either
         party to the Agreement may be required or may desire to serve on the
         other party in connection with this Agreement will be in writing, will
         be deemed complete upon delivery and will be delivered by facsimile
         with a confirming copy sent by mail,  personal service or by
         registered or certified mail, return receipt requested, deposited in
         the United States mail with postage thereon fully prepaid, addressed
         to the party at the address or facsimile number set forth in the
         initial paragraph of this Agreement.  Service of any such notice,
         consent or demand so made by mail will be deemed complete on the date
         of actual delivery as shown by the addressee's registry or
         certification receipt.  Each party hereto may from time-to-time, by
         notice in writing served upon the other as aforesaid,



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         designate a different mailing address or facsimile number or a
         different person to which such notices or demands are thereafter to be
         addressed or delivered.

    14.4 SEVERABILITY.  If any of the provisions of this Agreement are held to
         be void or unenforceable, the parties agree that such determination
         will not result in the nullity or unenforceability of the remaining
         portions of this Agreement.  The parties further agree to replace such
         void or unenforceable provisions of this Agreement with valid and
         enforceable provisions which will achieve, to the extent legally
         permissible, the economic, business and other purposes of the void or
         unenforceable provisions.

    14.5 COUNTERPARTS.  This Agreement may be executed in separate
         counterparts, and by facsimile, each of which will be deemed an
         original, and when executed, separately or together, will constitute a
         single original instrument, effective in the same manner as if the
         parties had executed one and the same instrument.

    14.6 ENTIRE AGREEMENT.  This Agreement is intended by the parties to be the
         final expression of their agreement and constitutes and embodies the
         entire agreement and understanding between the parties hereto and
         constitutes a complete and exclusive statement of the terms and
         conditions thereof, and will supersede any and all prior
         correspondence, conversations, negotiations, agreements or
         understandings relating to the same subject matter.

    14.7 AMENDMENTS.  No change in, modification of or addition to the terms
         and conditions contained herein will be valid as between the parties
         unless set forth in a writing which is signed by authorized
         representatives of both the parties and which specifically states that
         it constitutes an amendment to this Agreement.

    14.8 WAIVER.  No waiver of any term, provision, or condition of this
         Agreement, whether by conduct or otherwise, in any one or more
         instances, will be deemed to be, or be construed as, a further or
         continuing waiver of that term, provision or condition or any other
         term, provision or condition of this Agreement.

    14.9 ASSIGNMENT. Neither party hereto will assign this Agreement or any
         rights or obligations hereunder to any party without the prior written
         consent of the other party hereto, other than to a successor in
         interest.  Such consent will not unreasonably be withheld.

    14.10     BINDING ON SUCCESSORS AND ASSIGNS.  Subject to the restrictions of
              Section 14.9, this Agreement and all of its terms, conditions and
              covenants are intended to be fully effective and binding, to the
              extent permitted by law, on the successors and permitted assigns
              of the parties hereto.

    14.11     CAPTIONS.  Captions are provided in this Agreement for convenience
              only and they form no part of this Agreement and are not to serve
              as a basis for interpretation or construction of this Agreement,
              nor as evidence of the intention of the parties hereto.

    14.12     DISCLAIMER OF AGENCY.  Nothing contained in this Agreement is
              intended or will be construed so as to constitute the parties to
              this Agreement as partners or joint venturers or as agents of each
              other.  Neither party will have any express or implied right or
              authority to assume or create any obligations on behalf of or in
              the name of the other party or to bind the other party in any
              contract, agreement or undertaking with any third party.

    14.13     PUBLICITY.  Macrovision and Seller agree that from time-to-time it
              will be beneficial to both parties to issue press releases and
              other public announcements concerning benefits arising from the
              manufacture and sale of Products.  Each party agrees to submit for
              mutual approval any press release which involves the other party


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         and the Licensed Technology, such approval not to be unreasonably
         withheld. Macrovision may at any time "line list" Seller as an
         authorized Product Seller.  Likewise, Seller may publicly disclose
         that it is a Macrovision-authorized Product Seller.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto as of the Effective Date.

MACROVISION CORPORATION
                                       ---------------------

By:                                    By:
   ----------------------------           ----------------------------
         (Signature)                             (Signature)
Name:                                  Name:
    --------------------------              --------------------------
         (Please print)                          (Please print)
Title:                                 Title:
     -------------------------               -------------------------
         (Please print)                          (Please print)
Date:                                  Date:
    --------------------------              --------------------------









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