License Agreement - Macrovision Inc., Victor Technobrain Co. Ltd. and Kabushiki-Kaisha, Video Bunka Kenkyu-sho (Video Cultural Institute Inc.)(VCII)


                             LICENSE AGREEMENT

     This Agreement, made and entered into this 26th day of September, 1995, 
by and between Macrovision, Inc., a corporation organized and existing under 
the laws of California, with its principal place of business located at 1341 
Orleans Drive, Sunnyvale, California, 94089, U.S.A. ('Macrovision'), Victor 
Technobrain Co., Ltd., a juridical person organized and existing under the 
laws of Japan, with its principal place of business located at 804 Futowo-cho, 
Kohoku-ku, Yokohama-shi, Kanagawa-ken 222, Japan ('Technology Licensee') and 
Kabushiki-Kaisha, Video Bunka Kenkyu-sho (Video Cultural Institute, 
Inc.)(VCII), a juridical person organized and existing under the laws of 
Japan, with its principal place of business located at 2-13-7 Minami-Aoyama, 
Minato-ku, Tokyo, Japan ('User Licensee').

                             W I T N E S S E T H

     WHEREAS, Macrovision is the owner of all rights, title and interest in and 
to certain technology and inventions relating to certain video and audio 
scrambling processes, used to protect video material from unauthorized access 
in connection with program transmission, and certain anti-copying technology, 
used to protect video material from unauthorized copying in connection with 
pay-per-view transmissions; and

     WHEREAS, User Licensee wishes to establish a movie distribution service 
known as EMDES, as hereinafter specified.

     WHEREAS, Technology Licensee wishes to acquire from Macrovision a license 
to use certain Macrovision Technology, as hereinafter defined, to design, 
develop, manufacture, sell and license certain products for Electronic Movie 
Distribution and Exhibition System (EMDES) applications, as hereinafter 
specified, in Japan; and

     WHEREAS, User Licensee wishes to acquire from Macrovision a license to use 
certain Macrovision Technology, as hereinafter defined, to distribute, lease 
and license certain products and to




sell services for EMDES applications, as hereinafter specified, in Japan; and

     WHEREAS, Macrovision is willing to grant a license to Technology Licensee 
to use the Macrovision Technology in the design, development, manufacture, 
distribution, sale and license of certain products in Japan in accordance 
with the terms and conditions of, and subject to the limitations of, this 
Agreement; and

     WHEREAS, Macrovision is willing to grant a license to User Licensee to use 
the Macrovision Technology in the distribution and license of certain 
products in Japan in accordance with the terms and conditions of, and subject 
to the limitations of, this Agreement; and

     WHEREAS, Macrovision wishes to acquire a license to utilize Technology 
Licensee's Resulting Technology, as hereinafter defined, and Technology 
Licensee is willing to grant to Macrovision a license to such Resulting 
Technology, in accordance with the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the foregoing, and the mutual 
covenants and conditions set forth in this Agreement, the parties hereto 
do agree as follows:


Article 1: Definitions 
  
     For purposes of this Agreement, the following terms shall have the 
following meanings:

     1.1 The 'Products' shall mean those products, including, but not limited 
to, the encoder, the decoder, software control system and card authorization 
system, set forth on Appendix 1 hereto, to be developed hereunder by 
Technology Licensee, utilizing the Macrovision Technology and the Resulting 
Technology, as defined herein, for decoding EMDES video signals that have 
been scrambled using the Macrovision Technology.

     1.2 The 'Resulting Technology' shall mean and include all designs, 
drawings, blueprints, computer programs in source code and object code form, 
technical specifications, manufacturing equipment requirements, performance 
standards, quality control


                                      2



standards and requirements, and all other information and technical data 
relating to the design, development, manufacture, production and/or use of 
the Products, and all Intellectual Property Rights therein. Excluded from 
Resulting Technology is any technology developed by Technology Licensee 
independent of this Agreement and technology obtained from a non-party to 
this agreement.

     1.3 'PhaseKrypt' shall mean Macrovision's proprietary video and audio 
scrambling technology used to scramble and protect video and audio signals 
from unauthorized access, which technology has been granted United States 
Patent No. 5,058,175, and 5,438,620 pending United States Patent Application 
No. 08-145066.

     1.4 The 'Anti-Copying Process' ('ACP') shall mean Macrovision's 
proprietary process of modifying a video signal by (i) the addition of a 
plurality of unipolar pulses and bipolar pulse pairs in and around the 
vertical blanking interval; and (ii) by pseudo randomly phase modulating the 
color bursts, which process is protected by the United States Patents Nos. 
4,631,603, 4,577,216 and 4,819,098. Japanese Patent number 1,925,090 is the 
Japanese equivalent of US Patent no. 4,631,603.

     1.5 The 'Macrovision Technology' shall mean and include (i) PhaseKrypt, as 
defined in Article 1.3 hereof; (ii) the Anti-Copying Process, as defined in 
Article 1.4 hereof; and (iii) any and all Intellectual Property Rights 
embodied therein or related thereto.

     1.6 'User Licensee's Authorized EMDES Applications' shall mean specific 
market applications that the parties mutually agree in writing prior to start 
of businesses related to each specific market application. Market application 
that the parties mutually agree shall include following two types of 
systematic application of Macrovision Technology.

     a) services operated by User Licensee that provide the delivery of 
scrambled real time video programming via cable, satellite, and/or 
terrestrial transmission with subsequent direct recording on VCRs and 
decoding said recorded material at a 


                                       3




customer site employing a card-based access authorization system for which 
the recipient pays a fee on a pay-per view basis;

     b) distribution of scrambled video cassettes by User Licensee for 
subsequent decoding and play back at a customer site employing a card-based 
access authorization system for which the recipient pays a fee on a 
pay-per-view basis.

     1.7 'Pay-Per-View' shall mean video programming for which the direct 
recipient pays for each viewing of each program received.

     1.8 'Intellectual Property Rights' shall mean and include any and all 
patents, copyrights, semiconductor design rights, trademarks, service marks, 
trade names and other, similar proprietary rights, and all applications 
therefor and all registrations thereof.

     1.9 'Confidential Information' shall mean and include any and all trade 
secrets, data and other information, not in the public domain, which are 
embodied in, relate to, or are associated with any of (i) the Macrovision 
Technology; (ii) the Products; (iii) the Resulting Technology; or (iv) the 
business or affairs of Macrovision, Technology Licensee or User Licensee, as 
the case may be. Any information furnished, disclosed or revealed by one 
party hereto another party shall be deemed 'Confidential Information' for 
purposes of this Agreement if (i) it is in tangible form and has been marked 
'confidential' by one of the parties; (ii) the party receiving such 
information has been advised in writing of its confidential nature; or (iii) 
due to its character or nature, a reasonable person in a like position and 
under like circumstances would treat such information as confidential.

     1.10 'Application Master Sublicensee' shall mean a licensee to which User 
Licensee shall sublicense the technology and application identified in the 
Technical Specification dated January 20, 1995 (Appendix 5) on a specific 
market application basis.


                                       4



     1.11 'Retail Level Sublicensee' shall mean a licensee who is granted 
either by User Licensee or by Application Master Sublicensee the right to 
provide the PhaseKrypt and/or ACP encoded programs with retail level end 
users.

     1.12 'Gross Revenues' shall mean all revenues of either User Licensee or 
Application Master Sublicensee derived from the distribution, lease or 
license of the Products and of the sale of PhaseKrypt and/or ACP encoded 
programs for customers of either User Licensee or Application Master 
Sublicensee within Japan as reflected on User Licensee's or Application 
Master Sublicensee's invoices, provided that such invoices include all the 
revenues that Right Holders, Technology Licensee, and all other vendors to 
either User Licensee or Application Master Sublicensee ought to receive from 
either User Licensee or from Application Master Sublicensees due to EMDES 
business. If any revenues that Right Holders, Technology licensee, and all 
other vendors to either User Licensee or Application Master Sublicensee ought 
to receive due to EMDES business are excluded from the invoices of either 
User Licensee or Application Master Sublicensee to customers and Retail Level 
Sublicensees by any means, such revenues which are excluded from the invoices 
should be added back to the nominal amount on the invoices to constitute the 
definition of the 'Gross Revenue' made in the section 1.12.

     1.13 'Retail Transaction Value' shall mean all revenues that User 
Licensee's customers or User Licensee's Retail Level Sublicensees receive 
from retail level customers for the sale of PhaseKrypt and/or ACP encoded 
programs for User Licensee's Application Master Sublicensees EMDES 
Applications within Japan. 

     1.14 The 'Effective Date' of this Agreement shall be the date on which all 
applicable approvals (if required) of the United States and Japanese 
Governments of this Agreement shall have been obtained by the parties hereto, 
including, but not limited to, the approval of the United States Department 
of State, in accordance with the provisions of Article 11 hereof.

     1.15 'Rights Holders' shall mean such persons, corporations, partnerships 
or other entities holding ownership of copyrights


                                       5



and other intellectual property rights in the movies or other video material 
to be distributed or exhibited.

     1.16 'MPAA Rights Holders' shall mean any of the seven studios and their 
Japanese video or pay-per-view distributors.


Article 2: Grant and Scope of License

     2.1 Subject to the terms and conditions of this Agreement, including the 
attached agreed Technical Specification dated January 20, 1995 (Appendix 5) 
Macrovision hereby grants to Technology Licensee, and Technology Licensee 
hereby accepts from Macrovision, a limited non-transferable, non-exclusive 
license to utilize the Macrovision Technology and all Intellectual Property 
Rights related thereto for the design, development, manufacture and sale to 
User Licensee of the Products for User Licensee's Authorized EMDES 
Applications, solely in Japan. 

     2.2 Macrovision shall provide to Technology Licensee such documents and 
other materials that contain, embody and/or disclose the Macrovision 
Technology and such other Macrovision Confidential Information as 
Macrovision, in its reasonable discretion, determines to be necessary or 
appropriate for Technology Licensee's design, development, manufacture and 
distribution of the Products hereunder. Technology Licensee hereby 
acknowledges and agrees that, except as specifically provided in this 
Agreement, Technology Licensee shall not acquire any rights, title or 
interests in or to any of the Macrovision Technology or other Macrovision 
Confidential Information contained, embodied or disclosed by any of the 
documents or other materials furnished by Macrovision to Licensee under this 
Article 2.2.

     2.3 Subject to the terms and conditions of this Agreement, Macrovision 
hereby grants to Technology Licensee, and Technology Licensee hereby accepts 
from Macrovision, a right to sub-license its rights to the Macrovision 
Technology to ShibaSoku Co. Ltd. (SSC) to utilize the Macrovision Technology 
and all Intellectual Property Rights related thereto for the design, 
development, manufacture of the Products for Technology Licensee


                                       6



for User Licensee's Authorized EMDES Applications, solely in Japan.

     2.4 Technology Licensee also hereby acknowledges and agrees to the 
limited scope of the license granted to Technology Licensee by Macrovision 
hereunder. Technology Licensee shall not utilize any of the Macrovision 
Technology for any purpose outside the scope of User Licensee's Authorized 
EMDES Applications or outside of Japan.

     2.5 Subject to the terms and conditions of this Agreement, including the 
attached agreed Technical Specification dated January 20, 1995 (Appendix 5), 
Macrovision hereby grants to User Licensee, and User Licensee hereby accepts 
from Macrovision, a limited non-transferable, exclusive license to utilize 
the Macrovision Technology and all Intellectual Property Rights related 
thereto to solely distribute, lease or license Products and to solely sell 
services for User Licensee's Authorized EMDES Applications, solely in Japan. 
User Licensee is authorized to start each specific market application as 
described in Article 1.6 only after mutual agreement between Macrovision and 
User Licensee on the specific market and the related service royalty unique 
to each specific market.

     2.5.1 The exclusivity as described in Article 2.5 above is limited to 
the technology and application identified in the Technical Specification date 
January 20 1995 (Appendix 5). This exclusivity does not apply outside of the 
Products and Resulting Technology to any individual Macrovision Anti-copy 
Protection Technology, PhaseKrypt Technology, CineGuard Technology and / or 
other technologies in a EMDES application within Japan.

     2.5.2 The exclusivity of this license is dependent upon a signature date 
of this contract being no later than September 28, 1995 and the payment of 
the first installment provided for in Article 6.1 by October 31, 1995.

     2.6 User Licensee also hereby acknowledges and agrees to the limited 
scope of the license granted to User Licensee by Macrovision hereunder. User 
Licensee shall not utilize any of the Macrovision Technology for any purpose 
outside the scope of

                                           7



User Licensee's Authorized EMDES Applications or outside of Japan. Any such 
use of the Macrovision Technology for any purpose outside the scope of the 
User Licensee's Authorized EMDES Application or outside of Japan will be 
considered a material breach of this agreement.

     2.6.1 User Licensee is hereby granted a right of first refusal for 
licensing the Macrovision Technology for User Licensee's Authorized EMDES 
Application in the Asian countries listed in Appendix 4.

Article 3: Technology Licensee's Obligations

     3.1 Upon delivery of the Macrovision Technology and other Macrovision 
Confidential Information to Technology Licensee, in accordance with Article 
2.2 of this Agreement, Technology Licensee shall initiate the design and 
development of the Products. It is anticipated that the design and 
development of the Products hereunder will be completed within 120 days after 
the Effective Date of this Agreement, and Technology Licensee shall provide 
Macrovision with written notice of completion of the design and development 
of the Products within 120 days after the date thereof.

     3.2 During the period between the execution date of this agreement and 
March 31, 1996, such period to be used for the early establishment of an 
EMDES Karaoke Application, Macrovision agrees to grant Technology Licensee 
and Technology Licensee accepts all rights and obligations to check the 
design of all Products manufactured before March 31, 1996. Any encoder 
manufactured before March 31, 1996 will be subject to corrections and/or 
modifications by Technology Licensee considered by Macrovision.

     3.3 Prior to April 30, 1996, Technology Licensee shall deliver to 
Macrovision a data package, which shall include all of the Resulting 
Technology relating to the Products, for review and design evaluation by 
Macrovision. Macrovision shall use commercially reasonable efforts to 
complete its review and design evaluation of the Resulting Technology, and 
shall provide

                                           8



Technology Licensee with written notice of the results of that review and 
design evaluation, within 30 days after receipt of Technology Licensee's data 
package under this Article 3.3; provided, however, that Technology Licensee 
shall not continue manufacture and distribution of any of the Products until 
Macrovision has given Technology Licensee written notice that the results of 
that review and design evaluation of the Resulting Technology conform to 
Macrovision's specifications, standards and requirements and are otherwise 
reasonably satisfactory to Macrovision.

     3.4 Technology Licensee shall employ or cause to be employed such 
design, manufacturing and quality standards to manufacture the Products 
capable of using Macrovision Technology. In the event that Macrovision 
reasonably determines that the Resulting Technology does not conform to 
Macrovision's specifications, standards and requirements, Macrovision shall 
provide Technology Licensee with a detailed list of all deficiencies in the 
Resulting Technology. Technology Licensee shall utilize its best efforts to 
correct all such deficiencies in the Resulting Technology within 60 days 
after receipt of Macrovision's written notice under this Article 3.4. Upon 
correction of all such deficiencies in the Resulting Technology, Licensee 
shall provide Macrovision with a revised data package, in order to permit 
Macrovision to confirm that all such deficiencies have been corrected, and 
that the Resulting Technology conforms to the requirements of Article 3.2 
hereof.

     3.5 Upon receipt of Macrovision's written confirmation that the 
Resulting Technology conforms to the requirements of Article 3.3 of this 
Agreement, Technology Licensee shall commence manufacture of the Products.

     3.6 All Products manufactured by Technology Licensee hereunder shall 
bear a plaque or label, in a form specified by Macrovision, indicating that 
such Products were manufactured under license from Macrovision, and including 
all other markings, proprietary rights notices and other information as 
reasonably required by Macrovision to protect Macrovision's rights in the

                                           9



Macrovision Technology and all Intellectual Property Rights relating thereto.

     3.7 Technology Licensee shall use its best efforts to maximize the use 
and license of the Products for User Licensee's Authorized EMDES Applications 
within Japan. In furtherance of Licensee's 'best efforts' obligation 
hereunder, Technology Licensee shall not sell or license any of the Products 
(i) for use outside of User Licensee's Authorized EMDES Applications; to any 
party other than VCII; or (iii) for use outside of Japan, without the prior 
written authorization of Macrovision.

     3.8 Technology Licensee hereby acknowledges and agrees that, in order to 
protect Macrovision's Intellectual Property Rights in and to the Macrovision 
Technology, all Products shall be sold only to User Licensee.

     3.9 Technology Licensee shall provide Macrovision with monthly reports 
of Technology Licensee's activities in manufacturing and distributing the 
Products hereunder. Each such monthly report shall be substantially in the 
form of Appendix 2 hereto, shall be provided within thirty (30) days after 
the end of each month to which it corresponds, and shall include, inter alia:

     (a) a statement of the number and description of the Products 
manufactured and distributed by Technology Licensee during each month; and

     (b) a description of all technical and functional problems with any of 
the Products reported to Technology Licensee by any of Technology Licensee's 
customers during each month, together with the steps taken by Technology 
Licensee to correct such technical and functional problems.

     3.10 Upon reasonable written notice from Macrovision, Technology 
Licensee shall permit Macrovision's representatives to inspect Technology 
Licensee's facilities and records, during normal business hours, in order to 
permit Macrovision to confirm Technology Licensee's compliance with its 
obligations under this Agreement. Without limiting the generality of this 
Article 3.10, Macrovision shall have the right, at its own expense, to audit

                                           10




Technology Licensee's books and records of account, in order to confirm the 
accuracy of the reports submitted by Technology Licensee under Article 3.9 
hereof.

     3.11  Technology Licensee shall use its best efforts to obtain patent 
protection for the Resulting Technology within Japan. Technology Licensee 
shall apply for patent protection in the European Patent Office, the United 
States and any other country that Macrovision and the Technology Licensee 
mutually agree. Technology shall assign these non-Japanese patent 
applications to Macrovision. Macrovision at its sole discretion shall 
prosecute the patent applications to allowance and pay all maintenance or 
annuity fees.

     3.12  Technology Licensee hereby grants to Macrovision, and Macrovision 
hereby accepts from Technology Licensee, an exclusive, fully transferable, 
royalty-free license to utilize all of the Resulting Technology in the 
design, manufacture, distribution, sale and use of such products as 
Macrovision, in its sole discretion, shall deem appropriate, throughout 
the world, except Japan.

     3.13  Technology Licensee shall furnish User Licensee with such other 
technical assistance with respect to the Macrovision Technology and/or use of 
the Products within User Licensee's Authorized EMDES Applications in Japan, 
as User Licensee shall reasonably request. User Licensee shall pay Technology 
Licensee's then-prevailing standard technical assistance fee for all such 
technical assistance furnished by Technology Licensee under this Article 
3.10. Upon receipt of any request by Technology Licensee for any technical 
assistance under this Article 3.13, Technology Licensee shall provide User 
Licensee with written notice of Technology Licensee's then-prevailing 
technical assistance fee. User Licensee shall pay all technical assistance 
fees payable under this Article 3.10 within 45 days after the date of 
Technology Licensee's invoice therefor.

Article 4:  User Licensee's Obligations


                                     11



     4.1  User Licensee shall use its best efforts to maximize the use of the 
Products for User Licensee's Authorized EMDES Applications within Japan. In 
furtherance of User Licensee's 'best efforts' obligation here, User Licensee 
shall not sell or license any of the Products for use outside of (i) User 
Licensee's Authorized EMDES Applications; or (ii) Japan, without the prior 
written authorization of Macrovision.

     4.2  User Licensee shall coordinate contacts and negotiations with MPAA 
Rights Holders with Macrovision. No contract or agreement will be concluded 
with a MPAA Rights Holder without Macrovision's approval or consent, such 
approval or consent not being unreasonably withheld.

     4.3  User Licensee hereby acknowledges and agrees that, in order to 
protect Macrovision's Intellectual Property Rights in and to the Macrovision 
Technology, all Products shall be licensed to and not sold to customers using 
the decoders for commercial purposes within Japan. User Licensee shall cause 
each such commercial customer to enter into a license agreement, in a form 
reasonably satisfactory to Macrovision, which prohibits the unauthorized 
appropriation, use, disclosure or infringement of any of Macrovision's 
Technology. User Licensee shall provide Macrovision with copies of all such 
license agreements relating to the Products upon reasonable written request 
by Macrovision. Decoders may be sold to consumers for non-commercial home use 
only. All Products will contain a patent notice/license satisfactory to 
Macrovision.

     4.4  In connection with the marketing and distribution of the Products 
within User Licensee's Authorized EMDES Applications in Japan, User Licensee 
may, at its own expense, develop promotional and marketing materials relating 
to the Products as User Licensee determines to be necessary or appropriate; 
provided, however, that all such promotional and marketing materials 
developed by User Licensee hereunder shall be submitted to, and shall be 
reviewed in writing by, Macrovision prior to their release or distribution by 
User Licensee to potential customers of the Products.

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     4.5  User Licensee shall maintain adequate service and support 
facilities for the Products within Japan, and shall provide its customers 
with such support services relating to User Licensee's Authorized EMDES 
Applications in accordance with the Resulting Technology and such other 
standards as User Licensee and Macrovision shall establish by mutual 
agreement. User Licensee hereby acknowledges and agrees that it shall be 
solely responsible for the service and support of all Products distributed by 
User Licensee hereunder.

     4.6  User Licensee shall provide Macrovision with monthly reports of 
User Licensee's activities in licensing and distributing the Products 
hereunder. Each such monthly report shall be substantially in the form of 
Appendix 2 hereto, shall be provided within thirty (30) days after the end of 
each month to which it corresponds, and shall include, inter alia:

     (a)  a statement of the number and description of the Products licensed 
and distributed by User Licensee during each month;

     (b)  a statement, certified by an authorized officer of User Licensee, 
(1) User Licensee's Gross Revenue of the products and of the sale of 
PhaseKrypt and/or ACP encoded programs for User Licensee's customers and 
Retail Level Sublicensees and of (2) User Licensee's and Retail Level 
Sublicensee's Retail Transaction Value during the month, together with the 
amount of royalties payable thereon to Macrovision, in accordance with 6.3, 
hereof;

     (c)  a description of all technical and functional problems with any of 
the Products reported to User Licensee by any of User Licensee's customers, 
user sublicensees or MPAA Rights Holders, during the month, together with the 
steps taken by User Licensee to correct such technical and functional 
problems; and

     (d)  income statement and balance sheets with sufficient level of 
detail, only if negotiated service royalties of any EMDES market application 
are either below ten (10) percent of User Licensee's Gross Revenue from the 
sale of PhaseKrypt and/or ACP encoded programs to user Sublicensee's or below 
five (5) percent of 'Retail Transaction Value'.

                                     13



     4.7  Upon reasonable written notice from Macrovision, User Licensee 
shall permit Macrovision's representatives to inspect User Licensee's 
facilities and records, during normal business hours, in order to permit 
Macrovision to confirm User Licensee's compliance with its obligations under 
this Agreement. Without limiting the generality of this Article 4.7, 
Macrovision shall have the right, at its own expense, to audit User 
Licensee's books and records of account, in order to confirm the accuracy of 
the reports submitted by User Licensee under Article 4.6 hereof, and the 
amounts of royalties paid by User Licensee to Macrovision pursuant to Article 
6.3 hereof; provided, however, that User Licensee shall reimburse Macrovision 
for all costs and expenses incurred by Macrovision in connection with any 
such audit which reveals an underpayment by User Licensee of royalties of 
more than ten (10%) percent of the total royalties actually payable by User 
Licensee hereunder during any calendar quarter.

     4.8  User Licensee hereby grants to Macrovision, and Macrovision hereby 
accepts from User Licensee, a non-exclusive, fully transferable, royalty-free 
license to utilize all of the Resulting Technology in distribution, sale and 
use of such products as Macrovision, in its sole discretion, shall deem 
appropriate, throughout the world, except Japan.

Article 5:  Macrovision's Obligations

     5.1  Macrovision shall provide a two week training course in the 
Macrovision Technology for not more than four (4) of Technology Licensee's 
engineers, at Macrovision's facility in the United States. All such training 
of Technology Licensee's engineers under this Article 5.1 shall be provided 
by Macrovision at no additional charge to Technology Licensee; provided, 
however, that Technology Licensee shall bear all travel, accommodation, meal, 
employee per diem and other expenses incurred in connection with sending its 
engineers to Macrovision's facility for training in accordance with this 
Article 5.1.

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     5.2  Upon completion of prototypes of the Products manufactured by 
Technology Licensee in accordance with Article 3.3 hereof, Macrovision shall 
provide Technology Licensee with such technical assistance in the 
integration, system verification and testing of the Products as Technology 
Licensee shall reasonably request. All such technical assistance under this 
Article 5.2 shall be provided by Macrovision at no additional charge to 
Technology Licensee; provided, however, that Macrovision shall have the right 
to utilize the results of such integration, system, verification and testing, 
in connection with the license of the Resulting Technology granted by 
Technology Licensee to Macrovision pursuant to Article 3.12 of this 
Agreement, for such purposes as Macrovision shall determine to be necessary 
or appropriate for the exercise of its rights and the performance of its 
obligations under that license to the Resulting Technology.

     5.3  Macrovision shall assist User Licensee with contacts, negotiations 
and agreements with MPAA Rights Holders to obtain permission to use movies or 
other video material for use in User Licensee's Authorized EMDES Applications.

Article 6:  Financial Considerations

     6.1  In consideration for the rights and licenses granted by Macrovision 
to User Licensee under this Agreement, User Licensee shall pay to Macrovision 
an initial technology transfer fee in the amount of Five Hundred Thousand 
United States Dollars (US$500,000.00). This technology transfer fee shall be 
paid in two (2) installments, each in the amount of Two Hundred and Fifty 
Thousand United States Dollars (US$250,000.00), the first of which shall be 
paid no later than October 31, 1995, and the second of which shall be 
paid within 30 days after Technology Licensee's commencement of manufacture 
of the Products, pursuant to Article 3.2 hereof.

     6.2  In consideration for Technology Licensee providing the design and 
development of the Products, in addition to any payments by User Licensee to 
Technology Licensee, Macrovision

                                      15



shall pay Technology Licensee a fee of One Hundred Thousand United States 
Dollars (US$100,000.00). The fee shall be paid in two (2) installments, each 
in the amount of Fifty Thousand Dollars (US$50,000), the first shall be within 
30 days after Macrovision's receipt of the first installment of the initial 
technology fee from User Licensee (as described in Article 6.1) and the 
second which shall be paid within 30 days after Macrovision's receipt of the 
second installment of the initial technology fee from User Licensee (as 
described in Article 6.1).

     6.3  As additional consideration for the rights and licenses granted by 
Macrovision to User Licensee under this Agreement, User Licensee shall pay 
to Macrovision the following royalties:

     (a)  Four (4) percent of User Licensee's Gross Revenues from the 
distribution, lease or use of decoder Products; provided, however, that the 
royalty payable under this Article 6.2(a) per each unit of the decoder 
Products shall not be less than Three United States Dollars (US$3.00); and

     (b)  As service royalties a certain percent of User Licensee's Gross 
Revenues from the sale of PhaseKrypt and/or ACP encoded programs to User 
Licensee's customers or Retail Level Sublicensees or a certain percent of 
'Retail Transaction Value', whichever is larger. These percents should be 
mutually agreed by the parties prior to start of business of each specific 
market application that the parties are to mutually agree.

     (c)  Under Article 2.5 User Licensee is authorized to start each 
specific new market application as described in Article 1.6 only after mutual 
agreement between Macrovision and User Licensee on the specific market and 
the related service royalty unique to each specific market.

     (d)  As part of the exclusive license granted to User Licensee, User 
Licensee may sub-license the technology and application identified in the 
Technical Specification date January 20, 1995 (Appendix 5) to a new 
Application Master Sublicensee on each specific new market application 
basis. User Licensee agrees to share with Macrovision the initial up-front 
technology sublicensing fee received from a new Application


                                      16




Master Sublicensee by User Licensee on 75/25 ratio, with Macrovision 
receiving the 25% portion. No new application master sublicense will be 
granted by Macrovision to said new Application Master Sublicensee without 
such an up front fee paid in full by a new Application Master Sublicensee or 
User Licensee. New Application Master Sublicensee is not authorized to start 
each specific new market application as described in 1.6 unless mutual 
agreement between Macrovision and Application Master Sublicensee on the 
service royalty unique to each specific market is made as described in 6.3 
(b) Additionally, four (4) percent of a new Application Master Sublicensee 
gross revenues from the distribution, lease, or use of decoder products 
should be paid to Macrovision either by User Licensee or by a new 
Application Master Sublicensee provided that the royalty payable under this 
Article 6.3(a) per each unit of the decoder products shall not be less than 
Three United States Dollars (US$3.00).

     (e)  In the case of sublicensing from User Licensee to a new Application 
Master Sublicensee on a particular market application basis, such a new 
Application Master Sublicensee shall have to fulfill the same obligations as 
the User Licensee, described in through 4.1 to 4.8.

     (f)  In the case of sublicensing from User License to a new Application 
Master Sublicensee; Macrovision, User Licensee and Application Master 
Sublicensee shall enter into a new three party agreement which defines the 
obligations, and financial considerations of each party in line with this 
agreement for the said new application.

     6.4  All royalties payable by User Licensee or by Application Master 
Sublicensee to Macrovision pursuant to Article 6.3 shall be paid on a monthly 
basis, within ninety (90) days after the close of the calendar month to which 
such royalties correspond. Unless otherwise specified by Macrovision in 
writing, all such royalties, and all other payments hereunder, shall be paid 
in United States Dollars. For purposes of determining the United 
States Dollar amount of all royalties payable by User Licensee to Macrovision 
hereunder during any month, Japanese Yen shall be 

 
                                     17


converted into United States Dollars at the Bank of Tokyo's published rate of 
exchange between the Japanese Yen and the United States Dollar in effect on 
the last day of that calendar month.

     6.5  At Macrovision's option and sole discretion, Macrovision shall have 
the right to waive its right to receive the royalties provided for in Article 
6.3 of this Agreement. In consideration for Macrovision's waiver of such 
royalties under this Article 6.5, User Licensee shall issue to Macrovision 
that number of shares of User Licensee's common stock that represents ten 
(10) percent of the total number of shares of User Licensee's common stock 
outstanding after issuance of shares to Macrovision under this Article 6.5

     In the event Macrovision elects its option under this Article 6.5, 
Macrovision shall provide written notice thereof to User Licensee within 60 
days after receiving a written report describing the results of a six month 
trial of EMDES in the Karaoke room public exhibition. Macrovision shall have 
the additional option of electing to waive its right to receive royalties 
provided for in Article 6.3, within 60 days of the anniversary of receiving 
the written report. This additional option shall be available annually 
throughout the term of the agreement.

     6.6  In the event that User Licensee or Application Master Sublicensee 
is required to withhold any taxes on royalties payable to Macrovision 
hereunder, in accordance with the laws and regulations of Japan, User 
Licensee or Application  Master Sublicensee shall furnish to Macrovision 
official tax receipts or other evidence of payment of such withholding taxes, 
on a timely basis, sufficient to permit Macrovision to demonstrate payment of 
such taxes, in order to establish Macrovision's right to a credit for such 
taxes against Macrovision's United States income tax liability. User Licensee 
or Application Master Sublicensee shall provide Macrovision with all 
assistance reasonably requested by Macrovision, in connection with any 
application by Macrovision to qualify for the benefit of a reduced rate of 
withholding

                                     18




taxation, under the terms of Article 14 of the United States-Japan Income Tax 
Treaty.

     6.7 In the event that User Licensee or Application Master Sublicensee 
shall fail to pay any amount payable to Macrovision under this Agreement 
within 30 days of the date on which such payment is due, User Licensee or 
Application Master Sublicensee shall pay interests to Macrovision on such 
overdue amount at a rate of one and one-half (1-1/2) percent per month, or 
the maximum rate permitted by law, whichever is less, until the overdue amount 
has been paid in full by User Licensee or by Application Master Sublicensee.

Article 7: Warranties and Limitations of Liability

     7.1 Macrovision hereby warrants to Technology Licensee and User Licensee 
that Macrovision is the owner, or authorized licensee, of all rights, title 
and interests in and to the Macrovision Technology, and all Intellectual 
Property Rights related thereto. Macrovision further warrants that it has the 
right to grant to Technology Licensee and User Licensee the rights and 
licenses provided for in this Agreement.

     7.2 Macrovision hereby warrants that the documents and materials 
furnished to Technology Licensee pursuant to Article 2.2 hereof include all 
of the Macrovision Technology and other Macrovision Confidential Information 
that Technology Licensee should require for the design, development, 
manufacture and distribution by Technology Licensee of the Products. 
Macrovision makes no representation or warranty whatsoever, however, that 
Technology Licensee will realize any benefit from such Macrovision Technology 
or other Macrovision Confidential Information furnished to Technology 
Licensee hereunder. In the event that Technology Licensee reasonably believes 
that the documents and materials furnished by Macrovision to Technology 
Licensee under Article 2.2 hereof are defective or incomplete, Technology 
Licensee shall give written notice thereof to Macrovision, and Macrovision 
shall correct any such defect or furnish any missing documents or materials 
within 45 days after

                                      19



receipt of Technology Licensee's written notice hereunder. Technology 
Licensee acknowledges and agrees that the remedy provided for in this Article 
7.2 shall constitute Technology Licensee's sole remedy in the event that any 
of the documents and materials furnished by Macrovision under Article 2.2 
hereof fail to conform to Macrovision's warranty, as set forth in this 
Article 6.2.

     7.3 THE OBLIGATIONS OF MACROVISION UNDER ARTICLES 7.1 AND 7.2 OF THIS 
AGREEMENT ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES BY 
MACROVISION WITH RESPECT TO THE MACROVISION TECHNOLOGY AND MACROVISION 
CONFIDENTIAL INFORMATION FURNISHED BY MACROVISION TO TECHNOLOGY LICENSEE AND 
USER LICENSEE HEREUNDER. EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLES 7.1 AND 
7.2 HEREOF, ALL SUCH MACROVISION TECHNOLOGY AND MACROVISION CONFIDENTIAL 
INFORMATION ARE LICENSED TO TECHNOLOGY LICENSEE AND USER LICENSEE 'AS IS', AND 
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES WITH 
RESPECT TO THE CONDITION OF PHASEKRYPT, THE DECODING PROCESS AND THE ENCODING 
PROCESS, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY 
PARTICULAR PURPOSE ARE HEREBY DISCLAIMED AND EXCLUDED. UNDER NO CIRCUMSTANCES 
SHALL MACROVISION BE LIABLE TO TECHNOLOGY LICENSEE OR USER LICENSEE OR ANY 
OTHER PERSON, FIRM OR ENTITY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR 
INCIDENTAL DAMAGES ARISING FROM, OR ATTRIBUTABLE TO, THIS AGREEMENT AND/OR 
MACROVISION'S PERFORMANCE HEREUNDER, EVEN IF MACROVISION IS ON NOTICE OF THE 
POSSIBILITY OF SUCH DAMAGES.

     7.4 Technology Licensee shall extend to its customers such warranties 
with respect to the Products as Technology Licensee and shall determine to be 
necessary or appropriate for the effective marketing and distribution of the 
Products within User Licensee's Authorized EMDES Applications in Japan. Any 
and all such warranties shall be solely in the name of, and shall constitute 
the obligation solely of, Technology Licensee, and Technology Licensee shall 
defend, indemnify and hold Macrovision harmless against any and all claims, 
losses, damages and liabilities attributable to any misrepresentation by 
Technology

                                      20



Licensee of, or any breach by Technology Licensee of any Warrant with respect 
to, any of the Products.

     7.5 User Licensee shall extend to its customers such warranties with 
respect to the Products as User Licensee and shall determine to be necessary 
or appropriate for the effective marketing and distribution of the Products 
within User Licensee's Authorized EMDES Applications in Japan. Any and all 
such warranties shall be solely in the name of, and shall constitute the 
obligation solely of, User Licensee, and User Licensee shall defend, 
indemnify and hold Macrovision harmless against any and all claims, losses, 
damages and liabilities attributable to any misrepresentation by User 
Licensee of, or any breach by User Licensee of any warrant with respect to, 
any of the Products.

Article 8: Confidential Information

     8.1 No party hereto shall disclose to any other person, firm or entity 
any other party's Confidential Information which is furnished, disclosed or 
revealed to such party (the 'receiving party') pursuant to this Agreement. Any 
such Confidential Information shall be used by the receiving party solely in 
connection with its performance of its obligations under this Agreement, and 
for no other purpose whatsoever. Each party shall take all appropriate steps, 
and implement all appropriate procedures, to prevent the unauthorized use 
and/or disclosure of any other party's Confidential Information, and each of 
the receiving party's employees to whom any such Confidential Information is 
made available hereunder shall have entered into a non-disclosure agreement 
which prohibits the unauthorized use and/or disclosure of such Confidential 
Information.

     8.2 The receiving party's duty under Article 8.1 of this Agreement shall 
not apply to the extent, but only to the extent, that the other party's 
Confidential Information:

     (a) passes into the public domain through no fault of the receiving party;

     (b) is disclosed to the receiving party by a third party that is under 
no obligation of non-disclosure to the other party;

                                      21



     (c) was known to the receiving party at the time of disclosure by the 
other party; or

     (d) is required to be disclosed under the laws, regulations or 
governmental orders of the United States or Japan.

     8.3 The parties' respective obligations under Article 8.1 hereof shall 
survive the termination of this Agreement for any reason whatsoever. Within 
30 days after the termination of this Agreement for any reason whatsoever, 
Technology Licensee and User Licensee shall return to Macrovision all 
documents and other materials in Technology Licensee's and User Licensee's 
possession that contain, embody and/or disclose any of the Macrovision 
Technology or any of Macrovision's Confidential Information; provided, 
however, that nothing in this Article 8 shall affect Macrovision's rights 
with respect to the Resulting Technology following the termination of this 
Agreement.

Article 9: Macrovision's Intellectual Property Rights

     9.1 Technology Licensee hereby acknowledges that Macrovision is the 
owner of all rights, title and interests in and to all of the Macrovision 
Technology, including all Intellectual Property Rights therein, and 
Technology Licensee shall acquire no rights whatsoever with respect to any of 
the Macrovision Technology or any such Intellectual Property Rights, except 
as specifically provided in this Agreement. During the continuance of this 
Agreement and thereafter, Technology Licensee shall take no action which, in 
the reasonable opinion of Macrovision, may adversely affect or impair any of 
Macrovision's rights, title or interests in and to the Macrovision 
Technology or any Intellectual Property Rights therein.

     9.2 Technology Licensee shall take all such action, and shall provide 
Macrovision with all such assistance, as Macrovision shall reasonably 
request, in order to perfect and protect Macrovision's rights, title and 
interests in and to the Macrovision Technology and all Intellectual Property 
Rights related thereto within Japan.

                                      22



     9.3 Technology Licensee shall immediately notify Macrovision of any and 
all infringements of any of the Macrovision Technology, or any of the 
Intellectual Property Rights related thereto, within Japan that come to the 
attention of Technology License. Macrovision, as the owner of the Macrovision 
Technology and those Intellectual Property Rights, shall be responsible for 
taking any action, in the courts, administrative agencies or otherwise, to 
prevent any such infringement, and Technology Licensee shall provide 
Macrovision with such assistance as Macrovision shall reasonably request in 
connection with any such action.

     9.4 User Licensee hereby acknowledges that Macrovision is the owner of 
all rights, title and interests in and to all of the Macrovision Technology, 
including all Intellectual Property Rights therein, and User Licensee shall 
acquire no rights whatsoever with respect to any of the Macrovision 
Technology or any such Intellectual Property Rights, except as specifically 
provided in this Agreement. During the continuance of this Agreement and 
thereafter, User Licensee shall take no action which, in the reasonable 
opinion of Macrovision, may adversely affect or impair any of Macrovision's 
rights, title or interests in and to the Macrovision Technology or any 
Intellectual Property Rights therein.

     9.5 User Licensee shall take all such action, and shall provide 
Macrovision with all such assistance, as Macrovision shall reasonably 
request, in order to perfect and protect Macrovision's rights, title and 
interests in and to the Macrovision Technology and all Intellectual Property 
Rights related thereto within Japan.

     9.6 User Licensee shall immediately notify Macrovision of any and all 
infringements of any of the Macrovision Technology, or any of the 
Intellectual Property Rights related thereto, within Japan that come to the 
attention of License. Macrovision, as the owner of the Macrovision Technology 
and those Intellectual Property Rights, shall be responsible for taking any 
action, in the courts, administrative agencies or otherwise, to prevent any

                                      23



such infringement, and User Licensee shall provide Macrovision with such 
assistance as Macrovision shall reasonably request in connection with any 
such action.

Article 10 Indemnification

     10.1  Mutual Indemnification

     (a) Macrovision's Indemnification of Technology Licensee.

     Macrovision will indemnify and hold harmless Technology Licensee from 
and against any and all damages, claims, costs or other liabilities, 
including costs and reasonable attorney's fees that arise from or out of or 
are in connection with:

     (i) any third party claims that the Macrovision Technology infringes any 
patents, copyright or other proprietary rights (which claims, the parties 
understand and agree, shall not constitute incidental or consequential 
damages for purposes of this Agreement). Notwithstanding the foregoing, 
Macrovision shall not be obligated to indemnify Technology Licensee for any 
claim described in this Section 10.1(a)(i) due to any modification of the 
Macrovision Technology or the combination of the Macrovision Technology with 
any other equipment, software or hardware if Macrovision can demonstrate that 
such claim would have been avoided in the absence of such modification or 
combination; or

     (ii) a breach of any of its obligations thereunder, including without 
limitation, Macrovision's representations and warranties of ownership and 
technology operation set forth in Section 7.1 and 7.2

     (b) Macrovision's Indemnification of User Licensee.

     Macrovision will indemnify and hold harmless User Licensee from and 
against any and all damages, claims, costs or other liabilities, including 
costs and reasonable attorney's fees that arise from or out of or are in 
connection with:

     (i) any third party claims that the Macrovision Technology infringes any 
patents, copyright or other proprietary rights (which claims, the parties 
understand and agree, shall not

                                      24



constitute incidental or consequential damages for purposes of this 
Agreement). Notwithstanding the foregoing, Macrovision shall not be obligated 
to indemnify User Licensee for any claim described in this Section 10.1(b)(i) 
due to any modification of the Macrovision Technology or the combination of 
the Macrovision Technology with any other equipment, software or hardware if 
Macrovision can demonstrate that such claim would have been avoided in the 
absence of such modification or combination; or

     (ii) a breach of any of its obligations thereunder, including without 
limitation, Macrovision's representations and warranties of ownership and 
technology operation set forth in Section 7.1 and 7.2.

     (c) Technology Licensee's Indemnification of Macrovision.

     Technology Licensee will indemnify and hold harmless Macrovision and its 
Affiliates from and against any and all damages that arise from or out of or 
are in connection with a breach of any of its obligations thereunder.

     (d) User Licensee's Indemnification of Macrovision.

     User Licensee will indemnify and hold harmless Macrovision and its 
Affiliates from and against any and all damages that arise from or out of or 
are in connection with a breach of any of its obligations thereunder.

     (e) Notification. If any claim for indemnification arises under this 
Section 10.1, the indemnified party shall notify the indemnifying party and 
shall consult with and keep the indemnifying party reasonably informed with 
respect to the defense, compromise, settlement, resolution or other 
disposition of any such claim. Upon the indemnifying party's request, which 
requests may be subject to a reservation of rights, which must be in writing 
and received by indemnified party within 30 days of the notification, the 
indemnifying party shall be entitled to control the defense of such claim by 
counsel of the indemnifying party's choosing and at the indemnifying party's 
sole expense. In this case, the indemnified party shall reasonably cooperate 
with the indemnifying party in connection with the defense of any

                                      25



such claim, provided that such cooperation is not adverse to the indemnified 
party's legal or business interest, as reasonably determined by the 
indemnified party and promptly communicated to the indemnifying party upon 
such determination. In turn, the indemnifying party shall promptly inform the 
indemnified party of all material aspects of such defense, compromise, any 
proposed settlement, resolution or other disposition of any such claim. Upon 
the indemnified party's reasonable request, the indemnifying party shall be 
entitled to participate fully and cooperatively in the defense of any such 
claim at its own expense and with counsel of its choosing. No party shall 
admit any liability with respect to, or settle, compromise, resolve or 
discharge any such claim without the other party's prior written consent, 
which consent shall not be unreasonably withheld in the case of any 
settlement, resolution, compromise or discharge involving only the payment of 
money.

     10.2  Alleged Infringement: Discontinuance of Use.

           (a)  If any legal action alleging patent, copyright or other 
proprietary rights infringement is commenced, or any threat thereof is made, 
against Macrovision or Technology Licensee with respect to the use of the 
Macrovision Technology, Macrovision shall have the right, but not the 
obligation, to (i) procure for the benefit of Technology Licensee, at 
Macrovision's expense, the right or license to any technology alleged to have 
been infringed and/or (ii) modify the Macrovision Technology (at 
Macrovision's sole cost and expense) such that the Macrovision Technology (as 
modified) is no longer subject to such legal action or threat of legal action 
(but all of Macrovision's obligations set forth in this Agreement as to the 
Macrovision Technology shall apply to such modified Macrovision Technology); 
and

           (b)  If any legal action alleging patent, copyright or other 
proprietary rights infringement is commenced against Macrovision or 
Technology Licensee with respect to the use of the Macrovision Technology 
then Macrovision shall have the right to request in writing that Technology 
Licensee cease the use of the Macrovision Technology. As of a specified date, 
which date shall


                                      26


be no earlier than 60 days after the date on which Technology Licensee 
receives the notice in response, Technology Licensee shall have the option to 
continue use, after the cessation date, of the Macrovision Technology and be 
indemnified by Macrovision pursuant to Section 10.1 (a) of this Agreement; 
provided, however, such indemnification shall be applicable only for damages 
arising from or out of or in connection with events occurring on or before 
the cessation date.

           (c)  If any legal action alleging patent, copyright or other 
proprietary rights infringement is commenced, or any threat thereof is made, 
against Macrovision or User Licensee with respect to the use of the 
Macrovision Technology, Macrovision shall have the right, but not the 
obligation, to (i) procure for the benefit of User Licensee, at Macrovision's 
expense, the right or license to any technology alleged to have been 
infringed and/or (ii) modify the Macrovision Technology (at Macrovision's 
sole cost and expense) such that the Macrovision Technology (as modified) is 
no longer subject to such legal action or threat of legal action (but all of 
Macrovision's obligations set forth in this Agreement as to the Macrovision 
Technology shall apply to such modified Macrovision Technology); and

           (d)  If any legal action alleging patent, copyright or other 
proprietary rights infringement is commenced against Macrovision or User 
Licensee with respect to the use of the Macrovision Technology then 
Macrovision shall have the right to request in writing that User Licensee 
cease the use of the Macrovision Technology. As of a specified date, which 
date shall be no earlier than 60 days after the date on which Technology 
Licensee receives the notice in response, Technology Licensee shall have the 
option to continue use, after the cessation date, of the Macrovision 
Technology and be indemnified by Macrovision pursuant to Section 10.1 (a) of 
this Agreement; provided, however, such indemnification shall be applicable 
only for damages arising from or out of or in connection with events 
occurring on or before the cessation date.

     10.3  Cap on Macrovision Damages.


                                     27



     (a)  Notwithstanding anything to the contrary in this Agreement, in no 
event shall Macrovision be liable for monetary damages in connection with any 
breach of this Agreement (other than willful misconduct or breaches arising 
from fraud, for which misconduct or breaches there shall be no limitation on 
damages) in excess of the aggregate amount of all money received by 
Macrovision from Technology Licensee in connection with this Agreement.

     (b)  Notwithstanding anything to the contrary in this Agreement, in no 
event shall Macrovision be liable for monetary damages in connection with any 
breach of this Agreement (other than willful misconduct or breaches arising 
from fraud, for which misconduct or breaches there shall be no limitation on 
damages) in excess of the aggregate amount of all money received by 
Macrovision from User Licensee in connection with this Agreement.

Article 11:  Security and Export Control

     11.1  The parties hereby acknowledge and agree that this Agreement is 
subject to the Export Regulations of the United States Department of State.

Article 12:  Duration and Termination

     12.1  This Agreement shall enter in full force and effect on the 
Effective Date hereof, and shall remain in force for a period of 5 years from 
the Effective Date, unless terminated earlier in accordance with the terms 
and conditions of this Article 12. The parties agree to negotiate a renewal 
of the present agreement during the six month period prior to the expected 
termination date.

     12.2  In the event that any party hereto (the 'breaching party') shall 
commit any breach or default of any of its obligations under this Agreement, 
the non-breaching party shall give to the breaching party written notice of 
such breach or default, and shall request that such breach or default be 
cured immediately. In the event that the breaching party fails to cure such 
breach or default within thirty (30) days after the date of

                                     28



notice of such breach or default, the non-breaching party may terminate this 
Agreement by giving written notice of termination to the breaching party. 
Termination of this Agreement pursuant to this Article 12.2 shall not affect 
or impair the non-breaching party's right to pursue any legal remedy, 
including, but not limited to, the right to recover damages, for any harm 
suffered or incurred as a result of such breach.

     12.3  In addition to the rights of termination provided in Articles 8.3 
and 12.2 hereof, Macrovision shall have the right to terminate this Agreement 
upon giving written notice of termination to Technology Licensee, upon the 
occurrence of any of the following events:

     (a)  Technology Licensee enters into bankruptcy (hasan), composition 
(wagi), reorganization (Kosei), liquidation (seison), or arrangement (seiri) 
proceedings, is declared insolvent, makes an assignment for the benefit of 
creditors, or suffers the appointment of a receiver or trustee over all or 
substantially all of its assets;

     (b)  The United States Government fails to issue, or revokes, any export 
license or other approval required for the performance of this Agreement;

     (c)  Any law, regulation or governmental order is enacted or issued in 
Japan which has a materially adverse effect on Macrovision's rights, title 
and interests in and to the Macrovision Technology and/or the Intellectual 
Property Rights related thereto; or

     (d)  Technology Licensee breaches its obligations under Article 7 
hereof, relating to the nondisclosure of Macrovision's Confidential 
Information, or under Article 8 hereof, relating Macrovision's Intellectual 
Property Rights.

     12.4  Upon the expiration or termination of this Agreement, Technology 
Licensee shall immediately cease all use of the Macrovision Technology and 
all Macrovision Confidential Information, and shall immediately cease all 
manufacture and distribution of the Products. The expiration or termination 
of this Agreement for any reason whatsoever shall not relieve


                                   29




Technology Licensee of its obligations (i) of non-disclosure with respect to 
Macrovision's Confidential Information under Article 7 hereof; (ii) with 
respect to Macrovision's Intellectual Property Rights, under Article 8 
hereof; (iii) to indemnify an hold Macrovision harmless under Articles 9.2 
and 9.3 hereof; and (iv) with respect to United States export control 
requirements.

     12.5  The expiration or termination this Agreement shall not affect any 
of Macrovision's rights or obligations with respect to the Resulting 
Technology, licensed to Macrovision under Article 3.09 hereof. Except as 
provided in this Article 12.5, upon expiration or termination of this 
Agreement, Macrovision shall have no further obligations whatsoever hereunder 
to Technology Licensee.

     12.6  In addition to the rights of termination provided in Articles 9.2 
and 12.2 hereof, Macrovision shall have the right to terminate this Agreement 
upon giving written notice of termination to User Licensee, upon the 
occurrence of any of the following events:

     (a)  User Licensee enters into bankruptcy (hasan), composition (wagi), 
reorganization (kosei), liquidation (seison), or arrangement (seiri) 
proceedings, is declared insolvent, makes an assignment for the benefit of 
creditors, or suffers the appointment of a receiver or trustee over all or 
substantially all of its assets;

     (b)  The United States Government fails to issue, or revokes, any export 
license or other approval required for the performance of this Agreement;

     (c)  Any law, regulation or governmental order is enacted or issued in 
Japan which has a materially adverse effect on Macrovision's rights, title 
and interests in and to the Macrovision Technology and/or the Intellectual 
Property Rights related thereto; or

     (d)  User Licensee breaches its obligations under Article 7 hereof, 
relating to the nondisclosure of Macrovision's Confidential Information, or 
under Article 8 hereof, relating Macrovision's Intellectual Property Rights.


                                     30


     (e)  User Licensee repeatedly fails to make payments due Macrovision, as 
per Article 6, on a timely basis.

     12.7  Upon the expiration or termination of this Agreement, User 
Licensee shall immediately cease all use of the Macrovision User and all 
Macrovision Confidential Information, and shall immediately cease all 
manufacture and distribution of the Products. The expiration or termination 
of this Agreement for any reason whatsoever shall not relieve User Licensee 
of its obligations (i) to pay any and all royalties which have accrued under 
Article 5.2 hereof, but which remain unpaid as of the date of expiration or 
termination; (ii) of non-disclosure with respect to Macrovision's 
Confidential Information under Article 7 hereof; (iii) with respect to 
Macrovision's Intellectual Property Rights, under Article 8 hereof; (iv) to 
indemnify and hold Macrovision harmless under Articles 9.4 and 9.5 hereof; 
and (v) with respect to United States export control requirements.

     12.8  The expiration or termination this Agreement shall not affect any 
of Macrovision's rights or obligations with respect to the Resulting User, 
licensed to Macrovision under Article 3.11 hereof. Except as provided in this 
Article 11.5, upon expiration or termination of this Agreement, Macrovision 
shall have no further obligations whatsoever hereunder to User Licensee.

Article 13:  Compliance with Applicable Laws

     13.1  In the exercise of their respective rights, and the performance of 
their respective obligations under this Agreement, each party shall comply 
with all applicable laws, regulations and governmental orders of the United 
States and Japan. Each party hereby acknowledges and agrees that the 
Macrovision Technology, and all Macrovision Confidential Information directly 
related thereto, are subject to United States export controls, as provided in 
Article 10 hereof. In conformance with such United States export controls, 
Macrovision will make all commercially reasonable efforts to obtain all 
required United States export licenses and other governmental approvals 
necessary or appropriate for the delivery of the Macrovision Technology and


                                    31



such Macrovision Confidential Information to Technology Licensee, or User 
Licensee, but Macrovision shall have no liability or responsibility hereunder 
to Technology Licensee or User Licensee in the event that, despite 
Macrovision's commercially reasonable efforts, the United States Government 
declines to issue any or all such United States export licenses and other 
approvals.

     13.2  Technology Licensee shall, at its own expense, obtain and maintain 
in full force and effect at all times during the continuance of this 
Agreement, all licenses, permits, authorizations and government approvals, 
and shall make all registrations, notifications, filings and reports to all 
governmental agencies, required under any applicable law, regulation or 
governmental order of Japan for Technology Licensee to exercise its rights 
and perform its obligations under this Agreement. In the event that any such 
license, permit, authorization or approval, or the approval of any such 
registration, notification, filing or report, is conditioned upon an 
amendment or modification to this Agreement which is unacceptable to 
Macrovision, Macrovision shall have the right to terminate this Agreement 
without any further obligations hereunder to Technology Licensee, by giving 
written notice of termination to Technology Licensee. Macrovision shall have 
the right to participate in the procedures for obtaining any such licenses, 
permits, authorizations or approvals in Japan, and shall have the right to 
inspect any document to be submitted to any governmental authority in 
connection with any such registration, notification, filing or report, or any 
application for any such license, permit, authorization or approval, prior to 
its submission to the competent Japanese Government agency.

     13.3  User Licensee shall, at its own expense, obtain and maintain in 
full force and effect at all times during the continuance of this Agreement, 
all licenses, permits, authorizations and government approvals, and shall 
make all registrations, notifications, filings and reports to all 
governmental agencies, required under any applicable law, regulation or 
governmental order of Japan for User Licensee to 


                                   32



exercise its rights and perform its obligations under this Agreement. In the 
event that any such license, permit, authorization or approval, or the 
approval of any such registration, notification, filing or report, is 
conditioned upon an amendment or modification to this Agreement which is 
unacceptable to Macrovision, Macrovision shall have the right to terminate 
this Agreement without any further obligations hereunder to User Licensee, by 
giving written notice of termination to User Licensee. Macrovision shall have 
the right to participate in the procedures for obtaining any such licenses, 
permits, authorizations or approvals in Japan, and shall have the right to 
inspect any document to be submitted to any governmental authority in 
connection with any such registration, notification, filing or report, or any 
application for any such license, permit, authorization or approval, prior to 
its submission to the competent Japanese Government agency.

     13.4  Each party hereto shall execute such documents, and shall provide 
such assistance as is reasonably requested by the other party, in connection 
with the performance by such other party of its obligations under Article 
13.1, Article 13.2, or Article 13.3, as the case may be.

Article 14:  General Provisions

     14.1  Assignment:  Technology Licensee and User Licensee shall not have 
the right or the power to assign or sublicense any of its rights, or 
delegate or subcontract the performance of any of its obligations, under this 
Agreement without the prior written authorization of Macrovision.

     14.2  Independent Contractors:  In the exercise of their respective 
rights, and the performance of their respective obligations, the parties are, 
and shall remain, independent contractors. Nothing in this Agreement shall be 
construed to constitute either party as the agent of the other party for any 
purpose whatsoever, and neither party shall bind, or attempt to bind, the 
other party to any contract or the performance of any obligation, or 
represent to any third party that it is authorized


                                     33



to enter into any contract or binding obligation on behalf of the other party 
hereto.

     14.3  Notices:   All notices, reports and other communications between 
the parties hereunder shall be sent by registered mail, postage prepaid and 
return receipt requested, or by facsimile, with a confirmation copy sent by 
registered mail within two (2) days after the date of facsimile transmission, 
addressed as follows:

        Macrovision:            Macrovision Corporation
                                1341 Orleans Drive
                                Sunnyvale, CA 94089
                                U.S.A.
                                Attention: Vice President Finance and CFO
                                Fax:  (408) 743-8610


        Technology Licensee:    Victor Technobrain Co., Ltd.
                                804 Futowo-cho, Kohoku-ku, Yokohama-shi
                                Kanagawa-ken 222, Japan
                                Attention:  President
                                Fax:  045-546-5940

        User Licensee:          Kabushiki-Kaisha, Video Bunka Kenkyu-sho
                                2-13-7 Minami-Aoyama
                                Minato-ku, Tokyo, Japan
                                Attention:  President
                                Fax:  03-5474-2634


                                   34



     All notices, reports and other communications shall be deemed received: 
(i) if sent by registered airmail, 10 days after the date of mailing; and 
(ii) if sent by facsimile, twenty-four (24) hours after the date and time of 
transmission.

     14.4  Governing Law:  This Agreement shall be governed by, and 
interpreted in accordance with, the laws of the State of California, U.S.A., 
excluding conflicts of laws rules.

     14.5  Arbitration:  Any dispute between the parties arising out of, or 
relating to, the validity, construction, interpretation or performance of 
this Agreement that cannot be resolved amicably shall be submitted to binding 
arbitration, to be held in San Francisco, California, U.S.A., in accordance 
with the rules of the American Arbitration Association. Any such arbitration 
proceeding shall be conducted before an arbitration panel composed of three 
(3) arbitrators, one (1) member of which shall be designated by each of the 
parties and the third of which shall be designated by the other two (2) 
arbitrators. In any arbitration proceeding under this Article 13.5, the 
decision and award of the arbitrators shall (i) be in writing; (ii) state the 
reasons therefor; (iii) be based solely on the terms and conditions of this 
Agreement, as interpreted under the laws of the State of California, U.S.A.; 
and (iv) shall be final and binding upon the parties. The decision and award 
of the arbitrators in any such arbitration proceeding may be enforced in any 
court of competent jurisdiction.

     14.6  Injunctive Relief:  Notwithstanding the provisions of Article 
14.15 hereof, Macrovision may seek relief in any court of competent 
jurisdiction, including, but not limited to, the courts of Japan, in order to 
prevent the misappropriation or unauthorized use, disclosure or infringement 
of any of Macrovision's Intellectual Property Rights and/or Macrovision's 
Confidential Information.

     14.7  Entire Agreement and Amendments:  This Agreement constitutes the 
entire agreement between the parties, and supersedes all prior agreements, 
understandings and other


                                      35



communications between the parties with respect to the subject matter hereof. 
No modification or amendment to this Agreement shall be binding upon the 
parties unless in writing and executed by the duly authorized representatives 
of the parties.

     14.8  Waivers:  The failure of either party to assert any of its rights 
hereunder, including, but not limited to, the right to terminate this 
Agreement in the event of a breach or default by the other party hereto, 
shall not be deemed to constitute a waiver by that party thereafter to 
enforce each and every provision of this Agreement in accordance with its 
terms.

     14.9  Governing Language:  This Agreement is made in the English 
language. In the event that a translation of this Agreement into any other 
language is made, that translation shall be for convenience only, and in the 
event of any conflict between the English language version of this Agreement 
and any translation hereof, the English language version shall be the 
controlling document.

     14.10  Counterparts:  This Agreement may be executed in several 
duplicate originals, each of which shall be deemed to constitute an original, 
but all of which shall constitute one and the same instrument.

     14.11  Headings:  The subject headings of this Agreement are included 
for purposes of convenience only, and shall not affect the construction or 
interpretation of any provision hereof.


                                      36




     IN WITNESS WHEREOF, the parties have caused this Agreement to be 
executed by their duly authorized representatives, this day of September, 
1995.


Victor Technobrain Co., Ltd.            Kabushiki-Kaisha,
                                        Video Bunka Kenkyu-sho


by  /s/ illegible                       by   /s/ illegible
  ---------------------------------       ---------------------------------


Macrovision Corporation


by   /s/ John O. Ryan
  ---------------------------------



                                      37





                            AMENDMENT NUMBER ONE TO
                               LICENSE AGREEMENT


This amendment to the license agreement ('agreement') dated June 30th, 1996, 
between MACROVISION CORPORATION ('MACROVISION'), VICTOR TECHNOBRAIN CO., LTD. 
('Technology Licensee') and KABUSHIKI-KAISHA VIDEO BUNKA KENKYU-SHO ('User 
Licnesee') amends the agreement and amendment number one as follows:

1.  Article 6.1 is hereby deleted in its entirety, and replaced as follows: 
    'In consideration of the rights and licenses granted by Macrovision to 
    User Licensee under this agreement, User Licenseee shall pay to 
    Macrovision an initial technology transfer fee in the amount of Five 
    Hundred Thousand United States Dollars (US$500,000.00) as follows:

    1.1   First installment of Two Hundred and Fifty Thousand United States 
          Dollars (US$250,000.00) shall be paid no later than October 31, 
          1995, (this amount has been paid).

    1.2   Second installment of Fifty Thousand United States Dollars 
          (US$50,000.00) shall be paid no later than July 24, 1996.

    1.3   Third installment of Fifty Thousand United States Dollars 
          (US$50,000.00) shall be paid no later than September 24, 1996.

    1.4   Fourth installment of Fifty Thousand United States Dollars 
          (US$50,000.00) shall be paid no later than November 24, 1996.

    1.5   Fifth installment of Fifty Thousand United States Dollars 
          (US$50,000.00) shall be paid no later than January 24, 1997.

    1.6   Sixth installment of Fifty Thousand United States Dollars 
          (US$50,000.00) shall be paid no later than March 24, 1997.'

2.  Article 6.2 is hereby deleted in its entirety, and replaced as follows: 
    'In consideration of Technology Licensee providing the design and 
    development of the Products, in addition to any payments by User Licensee 
    to Technology Licensee, Macrovision shall pay Technology Licensee a fee 
    of One Hundred Thousand United States Dollars (US$100,000.00). This fee 
    shall be paid in two (2) installments each in the amount of Fifty 
    Thousand United States Dollars (US$50,000.00), the first within thirty 
    (30) days after Macrovision's receipt of the first installment of the 
    initial technology fee from User Licensee (as described in Article 6.1) 
    and the second within thirty (30) days after Macrovision's receipt of the 
    last (sixth) installment of the initial technology fee from User Licensee 
    (as described in Article 6.1).'

3.  Article 6.3(a) is hereby deleted in its entirety, and replaced as 
    follows: 'The royalty payable per unit of the decoder Products shall be 
    Three United States Dollars (US$3.00), only exceptionally limited to the 
    units which shall start to be leased from User Licensee to Karaoke 
    studios for one year from May 25, 1996, through May 24, 1997. However, 
    after May 24, 1997, the royalty payable per unit of the decoder Products 
    shall be the

                                     1


    greater of four percent (4%) of User Licensee's Gross Revenues from the 
    distribution, lease or use of decoder Products or Three United States 
    Dollars (US$3.00).'

4.  Appendix 3 is hereby deleted in its entirety, and replaced as follows:

                       'SPECIFIC MARKET APPLICATION AGREEMENT'
                          -Karaoke room public exhibition-

Macrovision, Technology Licensee, and User Licensee mutually agree to 
initiate Karaoke room public exhibition application of EMDES, on a full 
fledged basis, starting May 25, 1996.

The service royalties to be paid from User Licensee to Macrovision for 
Karaoke room public exhibition application shall be as follows:

(I)  If the sale of PhaseKrypt encoded programs to User Licensee's customers 
     (individual Karaoke studios where licensed decoder Products are 
     installed) is not earlier than the home video window, the service 
     royalties will be calculated as follows:

     (a)  When the installed decoder Product base is less than 1,000 units, 
          3.3% of wholesale minimum guarantee price of PhaseKrypt encoded 
          cassettes charged to Karaoke studios and 3.3% of each wholesale 
          Pay-Per-View transaction price of the PhaseKrypt encoded cassette 
          charged to Karaoke studios;

     (b)  When the installed decoder Product bases is greater than 1,000 
          units and less than 2,000 units, 4.5% of wholesale minimum 
          guarantee price of PhaseKrypt encoded cassettes charged to Karaoke 
          studios and 4.5% of each wholesale Pay-Per-View transaction price 
          of the PhaseKrypt encoded cassettes charged to Karaoke studios;

     (c)  When the installed decoder Product base is greater than 2,000 units 
          and less than 4,000 units, 5.5% of wholesale minimum guarantee 
          price of PhaseKrypt encoded cassettes charged to Karaoke studios 
          and 5.5% of each wholesale Pay-Per-View transaction price of the 
          PhaseKrypt encoded cassettes charged to Karaoke studios;

     (d)  When the installed decoder Product base is greater than 4,000 units 
          and less than 8,000 units, 6.2% of wholesale minimum guarantee 
          price of PhaseKrypt encoded cassettes charged to Karaoke studios 
          and 6.2% of each wholesale Pay-Per-View transaction price of the 
          PhaseKrypt encoded cassettes charged to Karaoke studios;

     (e)  When the installed decoder Product base is greater than 8,000 
          units, 6.6% of wholesale minimum guarantee price of PhaseKrypt
          encoded cassettes charged to Karaoke studios and 6.6% of 
          each wholesale Pay-Per-View transaction price of the PhaseKrypt
          encoded cassettes charged to Karaoke studios;

(II) If the sale of PhaseKrypt encoded programs to User Licensee's customers 
     (individual Karaoke studios where licensed decoder Products are 
     installed) is earlier than the home video window, the service royalties 
     shall be determined before such earlier than home

                                      2



     video window is made available to Karaoke room public exhibition 
     application based on good faith negotiation between Macrovision and User 
     Licensee.

5.   All other terms of the agreement not specifically mentioned herein 
     remain unchanged. Defined terms used herein and not expressly defined in 
     this amendment have the meaning attributed to them in the agreement.

IN WITNESS WHEREOF, the parties have caused this Amendment Number One to 
License Agreement to be executed by their duly authorized representatives, 
this 30th day of September, 1996.


VICTOR TECHNOBRAIN CO., LTD.                KABUSHIKI-KAISHA
                                            VIDEO BUNKA KENKYU-SHO

By: /s/ Akira Hirota                        By:  /s/ Takaaki Iwamoto
   ----------------------------------          -------------------------------
(Authorized  Signature)                     (Authorized Signature)

Name:  Akira Hirota                         Name:  Takaaki Iwamoto
     --------------------------------            -----------------------------
(Print)                                     (Print)

Title:  President                           Title:  President
     --------------------------------            -----------------------------
(Print)                                     (Print)


MACROVISION CORPORATION

By:  /s/ Robert J. Netter, Jr.
   ----------------------------------
(Authorized Signature)

Name:  Robert J. Netter, Jr.
     --------------------------------  
(Print)                                

Title:  Vice President Finance and CEO
     --------------------------------  
(Print)                                


                                       3





                                                        
                           AMENDMENT NUMBER TWO TO
                              LICENSE AGREEMENT


This amendment to the license agreement ('agreement') dated September 30th, 
1996, between MACROVISION CORPORATION ('MACROVISION'), VICTOR TECHNOBRAIN 
CO., LTD. ('Technology Licensee') and KABUSHIKI-KAISHA VIDEO BUNKA KENKYU-SHO 
('User Licnesee') amends the agreement and amendment number one as follows:

1.  Article 1 of Amendment Number One to License Agreement is hereby deleted 
    in its entirety, and replaced as follows: 'In consideration of the rights 
    and licenses granted by Macrovision to User Licensee under this 
    agreement, User Licensee shall pay to Macrovision an initial technology 
    transfer fee in the amount of Five Hundred Thousand United States Dollars 
    (US$500,000.00) as follows:

    1.1   First installment of Two Hundred and Fifty Thousand United States 
          Dollars (US$250,000.00) shall be paid no later than October 31, 
          1995, (this amount has been paid).

    1.2   Second installment of Fifty Thousand United States Dollars 
          (US$50,000.00) shall be paid no later than July 24, 1996.

    1.3   Third installment of Fifty Thousand United States Dollars 
          (US$50,000.00) shall be paid no later than November 24, 1996.

    1.4   Fourth installment of Fifty Thousand United States Dollars 
          (US$50,000.00) shall be paid no later than December 24, 1996.

    1.5   Fifth installment of Fifty Thousand United States Dollars 
          (US$50,000.00) shall be paid no later than February 24, 1997.

    1.6   Sixth installment of Fifty Thousand United States Dollars 
          (US$50,000.00) shall be paid no later than April 24, 1997.'

2.  Articles 12.6 of License Agreement is hereby deleted in its entirety and 
    replaced as follows:

    2.1   User Licensee fails to make any payment due Macrovision as per 
          Article 6 on a timely basis.

3.  All other terms of the agreement not specifically mentioned herein remain 
    unchanged.  Defined terms used herein and not expressly defined in this 
    amendment have the meaning attributed to them in the agreement.


                                       1



IN WITNESS WHEREOF, the parties have caused this Amendment Number One to 
License Agreement to be executed by their duly authorized representatives, 
this 30th day of September, 1996.


VICTOR TECHNOBRAIN CO., LTD.                KABUSHIKI-KAISHA
                                            VIDEO BUNKA KENKYU-SHO

By: /s/ Akira Hirota                        By: /s/ Takaaki Iwamoto
   ----------------------------------          -------------------------------
(Authorized  Signature)                     (Authorized Signature)

Name:   Akira Hirota                        Name:   Takaaki Iwamoto
     --------------------------------            -----------------------------
(Print)                                     (Print)

Title:  President                           Title: President
     --------------------------------            -----------------------------
(Print)                                     (Print)


MACROVISION CORPORATION

By: /s/ Victor Viegas
   ----------------------------------
(Authorized Signature)

Name:   Victor Viegas                  
     --------------------------------  
(Print)                                

Title:  CFO                            
     --------------------------------  
(Print)