Software Marketing Licence and Development Agreement - C-Dilla Ltd. and Macrovision Corp.


                          CONFIDENTIAL TREATMENT REQUESTED
                                          
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE PORTIONS OF THIS AGREEMENT
MARKED [*].  THE OMITTED PORTIONS OF THIS AGREEMENT HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
                                          
                                          
                            DATED      19 FEBRUARY, 1998
                            ____________________________
                                          
                                          
                                          
                                          
                                          
                                          
                                (1)  C-DILLA LIMITED
                                          
                                          
                                      - and -
                                          
                                          
                            (2)  MACROVISION CORPORATION
                                          
                                          
                                          
                                          
                                          
                ___________________________________________________
                                          
                SOFTWARE MARKETING LICENCE AND DEVELOPMENT AGREEMENT
                ___________________________________________________
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                 Nabarro Nathanson
                                   The Anchorage
                                  34 Bridge Street
                                      Reading
                                      RG1 2LU
                                          
                                 Tel: 0118 925 4603
                                 Fax: 0118 950 5640
                                          


                                  Ref: RCB/C2963.6
                                      CONTENTS






               
1.   DEFINITIONS         
2.   APPOINTMENT AND LICENCE GRANT      
3.   TERM      
4.   LICENCE RESTRICTIONS          
5.   CUSTOMER LICENCES        
6.   INCOME AND ROYALTIES          
7.   RIGHT OF AUDIT      
8.   C-DILLA'S SALE OF PRODUCTS         
9.   MACROVISION OBLIGATIONS       
10.  COMPETING PRODUCTS       
11.  C-DILLA'S OBLIGATIONS         
12.  MINIMUM ROYALTY PAYMENTS      
13.  INTELLECTUAL PROPERTY RIGHTS  INDEMNITY      
14.  ESCROW         
15.  CONFIDENTIALITY          
16.  TERMINATION         
17.  CONSEQUENCES OF TERMINATION        
18.  GENERAL        
19.  WARRANTIES          
20.  FUTURE CO-OPERATION      
               
     SCHEDULE A - THE PRODUCTS
     SCHEDULE B - MINIMUM ROYALTY PAYMENTS (INITIAL TERM)
     SCHEDULE C - MINIMUM ROYALTY PAYMENTS (EXTENDED TERM)
     SCHEDULE D - TRAINING          
     SCHEDULE E - PERFORMANCE SPECIFICATION       

     APPENDIX 1 - CUSTOMER LICENCE AGREEMENT (REQUIRED PROVISIONS)
     APPENDIX 2 - ESCROW AGREEMENT      
     APPENDIX 3 - REPORT               



THIS AGREEMENT IS MADE THE  19TH DAY OF FEBRUARY 1998 BY AND BETWEEN:

(1)  C-DILLA LIMITED (Company number 2683202) whose registered office is at 
     Woodley House, Crockhamwell Road, Woodley, Reading, Berkshire RG5 3JP 
     ('C-Dilla'); and

(2)  MACROVISION CORPORATION whose registered office is at 1341 Orleans Drive 
     Sunnyvale CA 94089 ('Macrovision').

WHEREAS:

(A)  C-Dilla is in the business of the development and distribution of secure 
     computer software products.

(B)  Macrovision wishes to be appointed as a distributor of certain secure 
     computer software products developed by C-Dilla.

(C)  C-Dilla is willing to appoint Macrovision as a distributor of the 
     software products set out below on the terms and subject to the 
     conditions set out in this Agreement.
          

THE PARTIES NOW AGREE AS FOLLOWS:

1.   DEFINITIONS

     In this Agreement the following terms shall have the meanings shown

     1.1   'Additional Licence Fee'    means a fee of five million US dollars 
                                       ($5,000,000) (subject to reduction in 
                                       accordance with clause 3.4);

     1.2   'Advance Payment'           means the sum of six hundred and six 
                                       thousand and sixty pounds sterling 
                                       (L606,060);

     1.3   'Agreement'                 means this Software Marketing Licence 
                                       and Development Agreement between 
                                       C-Dilla and Macrovision including the 
                                       schedules hereto;

     1.4   'CD-Secure'                 means the product details of which are 
                                       set out in paragraph 2 of Schedule A, 
                                       and any upgrades, new releases and 
                                       enhancements thereof;
          
     1.5   'C-Dilla's Market'          means any market outside the [*];
          
     1.6   'Product A'                 means the product details of which are 
                                       set out in paragraph 1 of Schedule A, 
                                       and any upgrades, new releases and 
                                       enhancements thereof;
          
     1.7   'Customer'                  means customers and potential 
                                       customers of Macrovision for the 
                                       Products;

                                      1


     1.8   'Customer Licence           means the agreement(s) referred to in 
           Agreement'                  clause 5.2;
          
     1.9  'DVD Consortium'             means the group of ten consumer 
                                       electronic manufacturers who have 
                                       established the standards and 
                                       licensing mechanisms for the current 
                                       Digital Versatile Disc (DVD) format;
          
     1.10  'DVD-ROM'                   means an optical disc for computer 
                                       software other than linear video 
                                       programmes;

     1.11  'DVD-V'                     means a standalone audio/video 
                                       player/recorder for the digital 
                                       versatile disc for the application of 
                                       linear video programmes;
          
     1.12  'Effective Date'            means the date of signature of this 
                                       Agreement;
          
     1.13  'Escrow Agreement'          means the agreement referred to in 
                                       clause 14;
          
     1.14  'Events of Default'         means the events referred to in clause 
                                       16.2;
          
     1.15  'Extended Term'             means the extended term of five (5) 
                                       years from the end of the Initial Term 
                                       set out in clause 3.3;
          
     1.16  'First Sale Date'           means the date Macrovision concludes 
                                       its first licence of any Products in 
                                       the [*];
          
     1.17  'Initial  Support Period'   means a period of six (6) months from 
                                       the Product Release Date;
          
     1.18  'Initial Term'              means the initial term of five (5) 
                                       years set out in clause 3.1;
          
     1.19  'Intellectual Property      any or all of the following (whether
            Rights'                    written or unwritten) and all rights 
                                       in, arising out of, or associated 
                                       therewith anywhere in the world: (i) 
                                       all United Kingdom, international and 
                                       foreign patents and applications 
                                       therefor and all reissues, renewals 
                                       and extensions thereof; (ii) all 
                                       inventions (whether patentable or 
                                       not), invention disclosures, 
                                       discoveries, secret process, 
                                       improvements, trade secrets, 
                                       proprietary information, know how, 
                                       technology, technical data and 
                                       customer lists, and all documentation 
                                       relating to any of the foregoing; 
                                       (iii) all copyrights, copyright 
                                       registrations and applications 
                                       therefor; (iv) all industrial designs 
                                       and registrations and applications 
                                       therefor throughout the world; (v) all 
                                       trade names, logos, trademarks and 
                                       service marks; 


                                      2


                                       trademark and service mark 
                                       registrations and applications 
                                       therefor and all goodwill associated 
                                       therewith throughout the world; (vi) 
                                       all databases and data collections and 
                                       all rights therein throughout the 
                                       world; and (vii) all computer software 
                                       including all source code, object 
                                       code, firmware, development tools, 
                                       files, records and data, 
                                       specifications, all media on which any 
                                       of the foregoing is recorded, (viii) 
                                       any similar, corresponding or 
                                       equivalent rights to any of the 
                                       foregoing and (ix) all manuals, 
                                       instructions, catalogues and other 
                                       documentation related to any of the 
                                       foregoing

     1.20  'Mixed Product A'           means versions of Product A which also 
                                       incorporate one or more of C-Dilla's 
                                       other products;
          
     1.21  [*]                         [*]
          
     1.22  'NCC'                       means NCC Escrow International Limited 
                                       of Oxford House, Oxford Road, 
                                       Manchester M1 7ED, United Kingdom;
          
     1.23  [*]                         [*]
          
     1.24  [*]                         [*]
          
     1.25  'Product Release Date'      means the date Product A is released 
                                       from development for sale, as approved 
                                       by C-Dilla and Macrovision;
          
     1.26   'Pure Product A'           means versions of Product A which do 
                                       not incorporate any of C-Dilla's other 
                                       products;
          
     1.27  [*]                         [*]:
                                       (a) [*],
                                       (b) [*],
                                       (c) [*], 
                                       (d) [*]
                                       (e) [*]
          
     1.28  'Royalties'                 means the royalties set out in clause 
                                       6.2, or as increased under clause 3.4 
                                       or as otherwise agreed between the 
                                       parties;
          
     1.29  'Sales Revenue'             means invoiced sums for sales of 
                                       Products which have been invoiced and 
                                       supplied to Customers (whether or not 
                                       such invoices have been paid) less all 
                                       applicable taxes including, without 
                                       limitation, sales tax, value added 
                                       tax, duties, tariffs and other similar 
                                       taxes and after deduction of all 
                                       properly invoiced credit notes which 
                                       relate to such 


                                       3

                                       invoiced sums;
          
     1.30   'Term'                     means the period of five (5) years 
                                       from the Effective Date set out in 
                                       clause 3.1, subject to extension in 
                                       accordance with clause 3.2, or earlier 
                                       termination in accordance with clause 
                                       16;
          
     1.31  'Warranties'                means the warranties,  representations 
                                       and undertakings set out in clause 19 
                                       (references to a Warranty being to any 
                                       one of them);

     1.32   'Year'                     means a period of twelve calendar 
                                       months commencing on the Product 
                                       Release Date, or the relevant 
                                       anniversary of the Product Release 
                                       Date.

     1.33   'Disclosure Letter'        means the letter of even date 
                                       addressed to Macrovision from Peter 
                                       Newman and C-Dilla.

2.   APPOINTMENT AND LICENCE GRANT
     
     2.1.  PURE PRODUCT A
           C-Dilla hereby grants to Macrovision, for the Term, a world-wide 
           exclusive licence to market Pure Product A in the [*].

     2.2.  [*]
          
           2.2.1.    [*];
           2.2.2.    [*]
           2.2.3.    [*];
          
           in the [*].

     2.3.  ADDITIONAL PRODUCTS 

           C-Dilla agrees to grant to Macrovision first refusal on any new or 
           enhanced products produced by C-Dilla during the Term [*] upon the 
           same terms and conditions as contained in this Agreement or upon 
           such other terms and conditions as the parties may mutually agree, 
           for marketing within the [*], provided that:
          
           2.3.1.   Macrovision must exercise such right of refusal within a 
                    reasonable period (being no longer than sixty (60) days) 
                    from its offer by C-Dilla; and

           2.3.2.   Macrovision's rights to such products within the [*] 
                    shall be exclusive.

           2.3.3.   [*].
          
     2.4.  MARKETING ACTIVITIES AND RIGHTS
           Macrovision shall be entitled to:
          
           2.4.1.   licence the Products under its own name and to publish 
                    its own advertising or promotional materials for such 
                    licensing; and


                                       4


           2.4.2.   alter or modify the Products to enable it to exercise its 
                    right under this sub-clause;
          
           provided that (i) any trade mark to be applied to Product A (or to 
           any of the Products) shall be agreed and approved by the parties 
           prior to use, and (ii) Macrovision shall not remove any copyright 
           or other intellectual property right notices or other marks of 
           designation included in the Products by C-Dilla.
          
     2.5.  APPROVED TRADE MARKS
           The parties agree that in respect of any agreed and approved trade 
           marks under clause 2.4 above, the trade mark(s) for:
            
           2.5.1.  Product A, 
           2.5.2.  any jointly developed Products, 
           2.5.3.  other Products as agreed by C-Dilla, 
          
           shall (subject to C-Dilla's agreement as regards 2.5.3) be owned 
           by the parties jointly, but with a licence to be granted from each 
           party to the other for the use and attribution thereof in relation 
           to the relevant Product(s) during the Term.
          
     2.6.  INCLUDED AND EXCLUDED COMPANIES
           For the guidance of both parties in interpreting this Agreement, 
           the parties agree that:
          
           2.6.1.  a preliminary guideline [*] and within C-Dilla's Market 
                   will be drafted within three (3) weeks of the Effective 
                   Date;
          
           2.6.2.  this list shall be merely a beginning list and customers 
                   may be added or deleted according to the process 
                   developed under clause 2.6.1; and
          
           2.6.3.  if there is dispute as to whether a customer is within 
                   the [*] or within C-Dilla's Market, this dispute shall be 
                   dealt with in the first instance by escalation to the 
                   Managing Director of C-Dilla and President of Macrovision.
          
     2.7.  DUAL MARKET CUSTOMERS

           The parties further acknowledge that there may be instances where 
           a part of the activities of a customer (or an operating division 
           of a customer) fall within the [*], and a part of their activities 
           fall within C-Dilla's Market. In such cases, both parties shall 
           ensure that their future licences with such customers include 
           appropriate provisions to limit exploitation to the [*] (in the 
           case of Macrovision) or the C-Dilla Market (in the case of 
           C-Dilla).
          
3.   TERM
     
     3.1.  INITIAL TERM
           The Initial Term of this Agreement shall be five (5) years from 
           the Effective Date, (subject to termination under clause 16 below).


                                      5


     3.2.  OPTION TO EXTEND
           Macrovision shall have the right, subject to clause 3.3, 
           exercisable at any time during the period of two (2) years from 
           the Product Release Date to extend the Term for a further period 
           of five (5) years commencing on the expiry of the Initial Term.
     
     3.3.  EXERCISE OF OPTION
           The option set out in clause 3.2 above shall be exercisable by 
           Macrovision lodging with the secretary of C-Dilla at its 
           registered office a notice in writing together with payment of:
          
           3.3.1.   an option fee of one million US dollars (US$1,000,000); 
                    and 
          
           3.3.2.   the Additional Licence Fee (which however may be 
                    satisfied in accordance with clause 3.4 below);
          
           provided that if Macrovision does not achieve an income to C-Dilla 
           of ten million [*] in the fifth Year of the Agreement then under 
           the Extended Term of the Agreement the licences under clause 2.1 
           and 2.2 above shall[*].
          
     3.4.  ADDITIONAL LICENCE FEE
           The Additional Licence Fee may be satisfied by means of a 
           temporary increase in the Royalty on Product A to [*] until the 
           amount of the Additional Licence Fee is paid (but providing, for 
           the avoidance of doubt, that if (i) the Agreement is terminated or 
           expires prior to payment of the full Additional Licence Fee, and 
           (ii) Macrovision have throughout the Term been paying an increased 
           Royalty of [*] on all Sales Revenue for Product A, then the 
           balance properly remaining shall not be payable and the Additional 
           Licence Fee shall be deemed to be reduced to an amount equal to 
           the increased Royalty paid for all relevant Sales Revenue).
          
4.   LICENCE RESTRICTIONS
     
     4.1.  DECOMPILATION
           Macrovision shall not decompile, reverse engineer, interrogate or 
           decode the Products to bypass or delete protection methods 
           provided for preventing unauthorised uses of the Products, to 
           derive from them any source code in any form whatsoever.
     
     4.2.  CONFIDENTIAL INFORMATION AND NEW PRODUCTS
           Macrovision shall not use any of the confidential information of 
           C-Dilla contained in or derived from the Products to develop or 
           market any software which is substantially similar in its 
           expression to any part of the Products, save where:
          
           4.2.1.  such use is expressly permitted by C-Dilla pursuant to 
                   clause 9.3; or
          
           4.2.2.  such confidential information is in the public domain 
                   (other than by a breach by Macrovision of this clause);


                                      6


           4.2.3.    Macrovision can show by documentary evidence that such 
                     information was in its possession or known to it by 
                     being in its use or being recorded in its files or 
                     computers or other recording media prior to receipt from 
                     C-Dilla of such information;
          
           4.2.4.    Macrovision can show that such information has been 
                     developed independently of any information disclosed to 
                     it by C-Dilla.
          
5.   CUSTOMER LICENCES
     
     5.1.  RIGHT TO SUB-LICENCE
           Macrovision may grant sub-licences to use the Products to 
           Customers within the [*], for their use within the [*] (and with 
           the appropriate rights for Customers to sub-licence the Products 
           to a mastering house to enable mastering or replication on behalf 
           of the Customer).
          
     5.2.  CUSTOMER LICENCE AGREEMENTS
           Prior to the first time Macrovision transfers a Product (or copy 
           or part thereof) to any Customer it shall first enter into an 
           agreement with that Customer which:
          
           5.2.1.  contains provisions with no greater liability on the part 
                   of Macrovision than those set out in Appendix 1;
          
           5.2.2.  contains equivalent or greater protection for C-Dilla's 
                   intellectual property rights (and other protections 
                   required by C-Dilla) as are set out in Appendix 1, or as 
                   otherwise agreed by C-Dilla;
          
           provided that, subject to the above and to clause 5.3, Macrovision 
           shall have the right to determine the form of content of all such 
           Customer Licence Agreements.
     
     5.3.  FORM OF AGREEMENTS AND VARIATION
           Macrovision shall, specifically:
          
           5.3.1.  consult with C-Dilla in developing a standard form of 
                   Customer Licence Agreement for use with its Customers;
          
           5.3.2.  not enter into any Customer Licence Agreement which 
                   includes provisions conflicting with the requirements of 
                   clauses 5.2.1 and 5.2.2, except with the prior written 
                   agreement of C-Dilla.
          
     5.4.   ENFORCEABILITY AND ENFORCEMENT OF CUSTOMER LICENCE AGREEMENTS
            Macrovision shall use all reasonable endeavours to:
          
            5.4.1. ensure that the terms of each such agreement are 
                   enforceable (to the extent that they can be legally 
                   enforced) in the jurisdiction to which the agreement is 
                   subject, and/or where the relevant Customer is granted 
                   rights;
           
           5.4.2.  enforce the terms of each such agreement, and notify 
                   C-Dilla of any material breaches of which it becomes 
                   aware.
          


                                      7


     5.5.  RIGHT TO APPOINT SUB-DISTRIBUTORS
           Macrovision is free to appoint sub-distributors in relation to the 
           marketing of the Products provided that if any such 
           sub-distributors require application rights to the Products' 
           technology the prior written consent of C-Dilla shall be obtained 
           before such sub-distributors are appointed.
          
6.   INCOME AND ROYALTIES
     
     6.1.  CUSTOMER PRICES AND CHANGES
           Macrovision shall be entitled to determine for itself the level at 
           which it shall charge Customers for Customer licences and 
           Customers' use of the Products, provided that:
          
           6.1.1.  it shall set such prices and charges in good faith in 
                   order to maximise the long term revenue to be derived 
                   from the Products;
          
           6.1.2.  it shall not cross-discount any prices or charges for 
                   Products in order to increase its revenue for other 
                   products at the expense of revenue for the Products.
          
     6.2.  ROYALTIES
           C-Dilla shall be entitled, by way of royalty, to a payment of:
          
           6.2.1.  [*] (subject to variation pursuant to clauses [*]) of all 
                   Sales Revenue relating to the Products (excluding any 
                   authentication component of DVD-V);
          
           6.2.2.  [*] of all Sales Revenue received by Macrovision (net of 
                   any third party royalties) relating to any authentication 
                   component of DVD-V which is marketed by Macrovision 
                   whether or not the technology for the same is developed 
                   by C-Dilla and whether or not Macrovision exercises a 
                   right of first refusal for the same under clause 2.3;
          
           provided that where licensing sales are made within the United 
           Kingdom or European Union, Macrovision shall additionally pay any 
           Value Added Tax due on the same.
          
     6.3.  RECORDS OF INCOME
           Macrovision shall maintain a complete, accurate and up-to-date 
           record of all Sales Revenue relating to the Products and 
           Customers' use of the Products, including:
          
           6.3.1. a record of the names and addresses of all Customers from 
                  whom Sales Revenue is received or due to be received;
          
           6.3.2. a record for each Customer of the use of Products in 
                  respect of which the Sales Revenue is received or due to 
                  be received,
          
           6.3.3. such other records and books of account as are normally 
                  kept by any 


                                     8


                    competent and prudent business, to be of sufficient 
                    quality and detail as to permit the ascertainment and 
                    validation of any royalty payment due from Macrovision to 
                    C-Dilla under the terms of this Agreement.
          
     6.4.  MONTHLY SUBMISSION OF RECORDS
           Within fifteen (15) days of the end of each calendar month 
           Macrovision shall submit to C-Dilla a monthly report properly 
           identifying all Customers from whom Sales Revenue for Products has 
           been invoiced for the preceding month (whether or not such 
           invoices have been paid), and details of the Sales Revenue for 
           each Customer.
          
     6.5.  INVOICING AND PAYMENT
           Immediately upon Macrovision's submission of records pursuant to 
           clause 6.4:
          
           6.5.1.   C-Dilla shall be entitled to invoice Macrovision for the 
                    Royalties due for the preceding month, in accordance with 
                    clause 6.2;
          
           6.5.2.   Macrovision shall pay such invoice (by wire transfer in 
                    US dollars in accordance with C-Dilla's reasonable 
                    instructions) within fifteen (15) days of receipt of the 
                    invoice.
          
     6.6.  SURCHARGE
           If Macrovision is in delay in (i) submitting records pursuant to 
           clause 6.4, or (ii) making payment pursuant to clause 6.5, C-Dilla 
           shall be entitled to:
          
           6.6.1.   in the case of delay 
           under clause 6.4                 -    an immediate right to invoice
                                                 Macrovision for an interim 
                                                 payment equal to the amount 
                                                 of Royalties for the last 
                                                 calendar month for which 
                                                 records have been submitted 
                                                 pursuant to clause 6.4;
          
           6.6.2.    in the case of late 
           payment under clause 6.5         -    interest on the outstanding 
                                                 (past due) payment at the 
                                                 rate of eighteen per cent 
                                                 (18%) per annum.
          
          
     6.7.  ADVANCE PAYMENT REDUCTION
           Pending repayment in full to Macrovision of the Advance Payment, 
           Macrovision shall pay a reduced Royalty to C-Dilla pursuant to 
           clause 6.2.1 of [*] of the Sales Revenue, with the remaining [*] 
           of such normal royalty being set off against the Advance Payment 
           subject to clause 3.4.
          
7.   RIGHT OF AUDIT
     
     7.1.  INSPECTION AND AUDIT
           Either party shall have the right at any reasonable time during 
           normal business 


                                      9


           hours, upon giving not less than 5 Business Days written notice, 
           to require an independent chartered accountant of its appointment 
           to:
     
           7.1.1.   inspect and audit the accounts and records of the party 
                    (held in the case of Macrovision pursuant to clause 6.3 
                    above and in the case of C-Dilla pursuant to clause 8.3 
                    below);
          
           7.1.2.   enter upon the other party's premises or any premises 
                    controlled by the other party in order to inspect and 
                    audit such accounts and records which are relevant to 
                    verifying and determining the calculation of payments due 
                    to the auditing party under this Agreement (subject to 
                    any reasonable undertaking of confidentiality as the 
                    other party may reasonably require of the independent 
                    accountant and the auditing party in respect of such 
                    inspection).
     
     7.2.  AUDIT - ANCILLARY PROVISIONS  
           In relation to clause 7.1, such audit shall be at the auditing 
           party's expense, and shall be conducted not more than once during 
           each Year of the Term, except that if any audit indicates the 
           presence of significant book-keeping errors or insufficient 
           reporting to the auditing party of more than five per cent (5%), 
           then:
          
           7.2.1.   the cost of the audit shall be at expense of the party 
                    being audited; 
          
           7.2.2.   additional audits may be carried out quarterly during the 
                    relevant Year (and further audits if the additional or 
                    further audits also indicate errors or under-reporting of 
                    more than five per cent (5%) ).
          
     7.3.  UNDECLARED SALES REVENUE
           If the auditing party's inspection and audit under clause 7.1 
           reveals that Sales Revenue in any month has been under-reported, 
           then:
           
           7.3.1.   the Royalties on such Sales Revenue shall immediately 
                    become payable by the party being audited; and
          
           7.3.2.   if the Sales Revenue for such month has been 
                    under-reported by more than five per cent (5%), then the 
                    party being audited shall pay Royalties on such 
                    un-reported Sales Revenue at a rate of five per cent (5%) 
                    above the rate which would otherwise be due. (this 
                    provision being without prejudice to C-Dilla's rights to 
                    charge interest on such un-reported income at the rate 
                    set out in clause 6.6.2 from the date when C-Dilla would 
                    have been entitled to invoice for the same).
          
8.   C-DILLA'S SALE OF PRODUCTS
     
     8.1.  SALE OUTSIDE THE [*]
           When C-Dilla licenses Product A to customers in C-Dilla's Market,
           it agrees that:-
          
           8.1.1    it shall pay to Macrovision the sums set out in clause 8.2 
                    below on all Sales Revenue received in respect of such 
                    licenses;


                                      10


           8.1.2    it shall set such prices and charges in good faith in 
                    order to maximise the long term revenue to be derived 
                    from the Products;
          
           8.1.3    it shall not cross-discount any prices or charges for 
                    Pure Product A or Mixed Product A in order to increase 
                    its revenue for other products nor shall it 
                    cross-discount any prices or charges for other products 
                    at the expense of revenue for the Products; 
          
           except subsequent to:
           (i)  Macrovision's election to market any competing product to 
                Product A; or 
           (ii) Macrovision election not to continue to market Product A.
          
     8.2.  REVERSE ROYALTIES
           C-Dilla shall pay to Macrovision:
          
           8.2.1.   on licences of Pure Product A       [*] of its Sales
                                                         Revenue from the 
                                                         same;
          
           8.2.2.   on licences of Mixed Product A      [*] of its Sales
                                                         Revenue from the 
                                                         same.
          
     8.3.  RECORDS OF INCOME
           C-Dilla shall maintain a complete, accurate and up-to-date record 
           of all Sales 
        
           Revenue relating to Product A and Mixed Product A and Customers' 
           use of Product A and Mixed Product A including:
          
           8.3.1. a record of the names and addresses of all Customers from 
                  whom Sales Revenue is received or due to be received;
          
           8.3.2. a record for each Customer of the use of Product A for 
                  which Sales Revenue is received or due to be received,
          
           8.3.3. such other records and books of account as are normally 
                  kept by any competent and prudent business, to be of 
                  sufficient quality and detail as to permit the 
                  ascertainment and validation of any royalty payment due 
                  from C-Dilla to Macrovision under the terms of this 
                  Agreement.
          
     8.4. MONTHLY SUBMISSION OF RECORDS
          Within fifteen (15) days of the end of each calendar month C-Dilla 
          shall submit to Macrovision a monthly report properly identifying 
          all Customers from whom Sales Revenue for Product A has been 
          invoiced for the preceding month (whether or not such invoices 
          have been paid), and details of the Sales Revenue for each 
          Customer.
          
     8.5. INVOICING AND PAYMENT
          Immediately upon C-Dilla's submission of records pursuant to 
          clause 8.4:
           
           8.5.1.   Macrovision shall be entitled to invoice C-Dilla for the
                    Royalties due for the 


                                      11


                    preceding month, in accordance with clause 8.2;
          
          8.5.2.    C-Dilla shall pay such invoice (by wire transfer in US 
                    Dollars (calculated at the exchange rate applicable on 
                    the earlier of the date payment is due and the date of 
                    actual payment in accordance with Macrovision's 
                    reasonable instructions) within fifteen (15) days of 
                    receipt of the invoice.
          
     8.6.  SURCHARGE
           If C-Dilla is in delay in (i) submitting records pursuant to 
           clause 8.4, or (ii) making payment pursuant to clause 8.5, 
           Macrovision shall be entitled to:
          
           8.6.1.   in the case of delay 
                    under clause 8.4        -    an immediate right to invoice 
                                                 C-Dilla for an interim 
                                                 payment equal to the amount 
                                                 of Royalties for the last 
                                                 calendar month for which 
                                                 records have been submitted 
                                                 pursuant to clause 8.4;
          
           8.6.2.   in the case of late 
                    payment under clause
                    8.5                     -    interest on the outstanding 
                                                 (past due) payment at the 
                                                 rate of eighteen per cent 
                                                 (18%) per annum.

9.   MACROVISION OBLIGATIONS  (PERFORMANCE GUARANTEES)
     
     9.1.  STAFF
           Macrovision shall, within the periods specified below and for the 
           remainder of the Term, provide the staff set out below, dedicated 
           to the sale and marketing of the Products:
          
           within sixty (60) days from 
           the Effective Date               -    one full time Vice President 
                                                 and administrative support 
                                                 staff;
          
     9.2.  MARKETING
           Macrovision shall, within one hundred and twenty (120) days from 
           the Effective Date, produce and provide to C-Dilla a marketing 
           plan detailing the 1998 and 1999 budget for marketing collateral, 
           advertising, direct mail, trade shows, PR etc.
          
     9.3.  PRODUCT A PROMOTION IN DVD PLAYERS
           Macrovision agrees (subject to compliance by C-Dilla with the 
           provisions by clause 11.2) to:-

           9.3.1.   include and promote the adapted Product A technology, or 
                    a mutually agreed alternative, in its current digital 
                    copy protection / authentication solution to the Data 
                    Hiding Sub Group ('DHSG') of the DVD 


                                     12


                    Consortium's Copy Protection Working Group ('CPTWG'); and
          
           9.3.2.   use all reasonable efforts to win the CPTWG bid process 
                    and be selected as the industry standard.
          
     9.4.  OBLIGATIONS AND PRODUCT INFRINGEMENT/NON-PERFORMANCE 
           C-Dilla acknowledges that in the event of:
          
           9.4.1.   the institution of legal proceedings alleging the 
                    infringement of the intellectual property rights of any 
                    third party by Product A and, in addition, delivery of an 
                    opinion by independent legal counsel (appointed by 
                    agreement between the parties, or in default of agreement 
                    by application of either party to the President of the 
                    Law Society of England and Wales, with the costs of such 
                    counsel to be split between the parties) that, in such 
                    counsel's opinion, the claim is one of merit and there is 
                    a substantial likelihood of Product A being found to 
                    infringe; or
          
           9.4.2.   Product A failing to perform substantially in accordance 
                    with the Performance Specification set out in Schedule E; 
          
           then, subject to clause 9.5, there shall be the following 
           consequences - 
          
           (i)    [*]
           (ii)   [*].  For the avoidance of doubt Macrovision shall retain 
                  an exclusive licence pursuant to Clause 2.2; and 
           (iii)  subject to clause 9.6 C-Dilla's obligations under clause 8 
                  shall cease.
          
     9.5.  CURE PERIOD
           C-Dilla shall have a period of sixty five (65) days from the 
           delivery of counsel's opinion pursuant to clause 9.4.1, or 
           determination of non-performance pursuant to clause 9.4.2 to 
           remedy the infringement or non-performance and if it is able to 
           remedy the same within such period, then the consequences set out 
           in clause 9.4 shall not occur.
          
     9.6   REPLACEMENT PRODUCT
           In the event that C-Dilla is unable to remedy the infringement or 
           non-performance within the cure period set out in clause 9.5, then 
           notwithstanding the provisions of clause 9.4 C-Dilla shall 
           continue to use its reasonable endeavours to develop a replacement 
           product to Product A which shall be offered to Macrovision 
           pursuant to clause 2.3.  In the event that Macrovision accepts the 
           replacement product C-Dilla shall (from the date of such 
           acceptance) become bound by the provisions of clause 8 in relation 
           to such replacement product.
     
10.  COMPETING PRODUCTS
     
     10.1. PRODUCT A - FIRST TWO YEARS
           During the period of [*] years from the Product Release Date, 
           Macrovision shall not promote, market or exploit any product or 
           products which are competitive with Product A.

                                     13


     10.2. OTHER PRODUCTS
           If Macrovision wishes to promote, market or exploit any product or 
           products which are competitive with any of the Products other than 
           Product A, (and with Product A after the first two (2) years from 
           the Product Release Date) then:
          
           10.2.1. Macrovision shall give C-Dilla not less than [*] written 
                   notice of its intention so to do;
          
           10.2.2. at the end of such notice period it shall (subject to 
                   clause 10.2.3) be entitled to promote or market such 
                   products;
          
           10.2.3. (subject to clause 10.2.4) at the end of such period its 
                   rights in (and licence from C-Dilla relating to) the 
                   Products with which the products are competing shall 
                   immediately be terminated (but without prejudice to its 
                   exclusive rights in the other Products); 
          
           10.2.4. if the product which Macrovision wishes to promote or 
                   market is a product competing with Product A, then upon 
                   the expiry of such notice the licence granted pursuant to 
                   clause 2.1 shall cease and the licence granted pursuant 
                   to clause 2.2 shall revert to a non-exclusive basis in 
                   relation to all other Products
          
           10.2.5. clause 10.3 shall have effect.
          
     10.3. ASSIGNMENT OF RIGHTS TO C-DILLA
           Immediately on the termination of Macrovision's rights in relation 
           to any Products under clause 10.2.3 (and on termination under 
           clause 16.2 by C-Dilla)
          
           10.3.1. Macrovision shall provide to C-Dilla details of all 
                   licences concluded in respect of all such Products, 
                   details of all Customers and prospective Customers with 
                   whom it has negotiated the licence of such Products;
          
           10.3.2. assign to C-Dilla its rights under such licences, 
                   including without limitation the right to future income 
                   (or, at Macrovision's reasonable request, procure the 
                   novation of such licences but not of any additional 
                   obligations, to C-Dilla).
     
     10.4. OWNERSHIP AND DEVELOPMENTS
           The parties agree that Macrovision shall not, during the Term or 
           for a period of twelve months thereafter, itself develop any 
           products which are competitive with the Products, but that:-
          
           10.4.1  in the event that Macrovision develops improvements to or 
                   replacements for any of the technologies covered by this 
                   Agreement where such improvements or replacements were 
                   developed without reliance on any of C-Dilla's 
                   confidential information then such improvements or 
                   replacements shall:-


                                     14


                    (i)    be immediately communicated to C-Dilla;
                    (ii)   be wholly owned by Macrovision; and
                    (iii)  licensed to C-Dilla under reasonable terms to be
                           negotiated
          
                    however, Macrovision may not engage in independent 
                    commercialisation of the same unless C-Dilla terminates 
                    the exclusive licence;
          
           10.4.2   in the event that Macrovision and C-Dilla jointly develop 
                    improvements to or replacements for any of the 
                    technologies covered by this Agreement where such 
                    improvements or replacements were developed without 
                    reliance on any of C-Dilla's confidential information 
                    then such improvements or replacements shall:-
          
                    (i)    be jointly owned by Macrovision and C-Dilla; and
                    (ii)   be licensed by each party to the other under 
                           reasonable terms to be negotiated.
               
                    however, Macrovision may not engage in independent 
                    commercialisation of the same unless C-Dilla terminates 
                    the exclusive licence.

           10.4.3   in the event that Macrovision develops improvements or 
                    replacements for any of the technologies covered by this 
                    Agreement where such improvements or replacements 
                    resulted from confidential information imparted to 
                    Macrovision by C-Dilla (with consent to use for 
                    development) then such improvements or replacements 
                    shall:-
          
                    (i)    be immediately communicated to C-Dilla;
                    (ii)   be jointly owned by Macrovision and C-Dilla; and
                    (iii)  be licensed by each party to the other free of
                           royalties.
               
           however, Macrovision may not engage in independent 
           commercialisation of the same unless C-Dilla terminates the 
           exclusive licence.
          
11.  C-DILLA'S OBLIGATIONS (PERFORMANCE GUARANTEES)
     
     11.1. RESEARCH AND DEVELOPMENT SUPPORT
           C-Dilla shall during the Term provide reasonably adequate research 
           and development support to the Products [*]), being not less than 
           [*] per Year on Product A during the Term.
          
     11.2. [*]:
          
           11.2.1. [*];
          
           11.2.2. [*].
          
     11.3. [*].
          
     11.4. SUPPORT AND TRAINING DURING INITIAL SUPPORT PERIOD


                                      15


           C-Dilla agrees for the Initial Support Period to provide:
          
           11.4.1. training for Macrovision's customer support staff in 
                    accordance with Schedule E;
          
           11.4.2. first line support of Macrovision's Customers.
          
     11.5. SUPPORT AND TRAINING AFTER INITIAL SUPPORT PERIOD
           After the Initial Support Period C-Dilla may provide training and 
           support at its then current full charges.
     
     11.6. SECOND LINE SUPPORT
           C-Dilla shall during the Term provide free-of-charge second line 
           customer support at its Reading office during its normal working 
           hours.
          
     11.7. OTHER INFORMATION
           C-Dilla shall during the Term:
          
           11.7.1. provide all information and documents reasonably 
                   requested by Macrovision in relation to the Products;
          
           11.7.2. notify Macrovision of any changes in law and regulations 
                   relating to the sale of the Products of which it becomes 
                   aware, and of any breach of the same of which it becomes 
                   aware; and
          
           11.7.3. inform Macrovision of any material changes in the market 
                   for the Products and of competing products and the 
                   activities of C-Dilla or C-Dilla's competitors of which 
                   it becomes aware, so far as is reasonably practicable.
          
     11.8. FAILURE RATE TESTING
           C-Dilla agrees to use all reasonable efforts and carry out 
           reasonable testing required to achieve a [*] failure rate for 
           Product A and to meet the Product Release Date within [*] of the 
           Effective Date provided that Macrovision also agrees to provide 
           all reasonable assistance in running trials, pilots and beta 
           testing procedures during the market introduction phase of Product 
           A
          
     11.9  ADDITIONAL 
          The parties agree that:
          
          11.9.1    [*];

          11.9.2    [*].
          
12.  MINIMUM ROYALTY PAYMENTS
     
     12.1. TARGETS FOR INITIAL TERM
           Macrovision agrees that if the Royalties paid by Macrovision to 
           C-Dilla do not reach the minimum levels set out in Schedule B 
           during the Years set out in Schedule B, the licence granted to 
           Macrovision shall become a non-exclusive 


                                     16


           licence in respect of all Products.
     
     12.2. TARGETS FOR EXTENDED TERM
           If the Term is extended in accordance with clause 3.2, Macrovision 
           agrees that if the Royalties paid by Macrovision to C-Dilla do not 
           reach the minimum levels set out in Schedule C during the Years 
           referred to in Schedule C, the licence granted to Macrovision 
           shall become a non-exclusive licence in respect of all Products.

13.  INTELLECTUAL PROPERTY RIGHTS INDEMNITY
     
     13.1  INDEMNIFICATION
           Provided that Macrovision complies with the provisions of clause 
           13.2, C-Dilla shall indemnify Macrovision (which for the purpose 
           of this clause 13 shall include its agents, officers, directors, 
           employees, servants, shareholders, customers and the like) and 
           shall keep Macrovision fully and effectively indemnified against 
           (subject to clause 13.7) any and all losses, claims, damages, 
           costs, charges, expenses, liabilities, demands, proceedings and 
           actions which Macrovision may sustain or incur or which may be 
           brought or established against Macrovision by any person which in 
           any case arise by reason of the use or possession of any of the 
           Products in accordance with this Agreement infringing:
          
           13.1.1   any Intellectual Property Rights (excluding patents) of 
                    any third party;
          
           13.1.2   any patent rights of any third party which are as 
                    follows: patent rights in countries where Customers are 
                    permitted to use the Products in accordance with Customer 
                    Licence Agreements; and patent rights in countries where 
                    Macrovision has given C-Dilla notice in accordance with 
                    clause 13.9.
          
     13.2  NOTIFICATION
           Each party shall notify the other immediately if it becomes aware 
           of any claim of infringement as referred to in clause 13.1.
          
     13.3  CO-OPERATION
           Macrovision shall:
          
           13.3.1   notify C-Dilla immediately that it becomes aware of any 
                    claim of infringement of any patent right against 
                    Macrovision relating to the Products; and
     
           13.3.2   co-operate fully with C-Dilla and permit C-Dilla to 
                    defend or settle the claim on behalf of Macrovision 
                    subject to:-
          
                    (i)    C-Dilla taking action within a reasonable period 
                           from notification; 
                    (ii)   consulting Macrovision prior to such settlement 
                           and where such settlement affects Macrovision 
                           obtaining Macrovision's prior approval to the same;
                    (iii)  taking into account any reasonable requirements of 
                           Macrovision; 


                                      17


                           and 
                    (iv)   Macrovision's right under clause 13.4.
          
     13.4  MACROVISION'S RIGHT TO DEFEND
           If Macrovision reasonably believes that C-Dilla is not properly or 
           effectively defending any claim as referred to under clause 13.3.2 
           above, then Macrovision shall be entitled to take over the defence 
           or settlement of such claim on its own behalf provided that:
          
           13.4.1   the costs of defending such claim (and amount of any 
                    settlement) shall be borne exclusively by Macrovision;
          
           13.4.2   Macrovision shall (where any settlement affects C-Dilla) 
                    consult with C-Dilla prior to any settlement and shall 
                    take into account any reasonable requirements of C-Dilla;
          
           13.4.3   Macrovision shall not make any statement or take any 
                    action which shall prejudice any other claim, proceedings 
                    or action to which C-Dilla may be or may subsequently be 
                    a party (whether on its own behalf or otherwise).
          
     13.5  RIGHT TO REMEDY
           If - 
           (i)   a claim is made in respect of infringement by the Products 
                 of the intellectual property rights of any third party, and 
           (ii)  in the opinion of independent legal counsel (appointed by 
                 agreement between the parties, or in default of agreement by 
                 application of either party to the President of the Law 
                 Society of England and Wales) the claim is one of merit and 
                 there is a reasonable likelihood that a Product is likely to 
                 determined to constitute an infringement of a third party's 
                 intellectual property rights, then C-Dilla shall have the 
                 right to take the following actions:
          
           13.5.1   procure for Macrovision and its Customers the right to
                    continued use and possession of the Products; or
          
           13.5.2   replace or modify the Products (without materially 
                    detracting from their overall performance) to make them 
                    non-infringing, and compensate Macrovision for all fair 
                    and reasonable costs incurred by Macrovision directly as 
                    a result of introducing such modified or replaced 
                    Products;
          
           provided that in the case of Product A, Macrovision shall also 
           have the right (if the conditions set out above are met) to 
           require C-Dilla to use all reasonable efforts to take such actions.
          
     13.6  EXCEPTIONS
           The indemnity set out in clause 13.2 shall not apply:
          
           13.6.1   to any infringement which is due to Macrovision's 
                    alteration of the Products;


                                      18


           13.6.2   to any infringement which is due to Macrovision's 
                    continued use of a version of any of the Products which 
                    has been replaced by a non-infringing version or 
                    replacement pursuant to clause 13.5.2 in circumstances 
                    where C-Dilla has notified Macrovision of such 
                    replacement; or
          
           13.6.3   where Macrovision exercises its right to take over or 
                    retain control of any action pursuant to clause 13.3.2.
          
     13.7  CONSEQUENTIAL LOSSES
           Except in the case of fraudulent or wilful concealment of any 
           patent infringement by C-Dilla, C-Dilla's liability and the extent 
           of its indemnity under this clause 13 shall be limited solely to 
           direct losses incurred by Macrovision, and C-Dilla shall have no 
           liability (except in the case of fraudulent or wilful concealment 
           of any patent infringement) for (i) loss of profits, (ii) loss of 
           contracts or revenue, or (iii) indirect or consequential losses, 
           howsoever arising.
          
     13.8  ENTIRE LIABILITY
           The provisions of this clause 13 state the entire liability of 
           C-Dilla to Macrovision for infringement of any Intellectual 
           Property Rights of any third party due to the use of any of the 
           Products in accordance with this Agreement.
     
     13.9  INSURANCE NOTIFICATION
           Macrovision agrees to keep C-Dilla informed of the countries in 
           which it licenses Customers to use the Products, and in which 
           Products are permitted to be used or otherwise likely to be used, 
           with reasonable notice so that C-Dilla may be able to review and 
           extend its patent infringement indemnity insurance in advance of 
           such use.
          
14.  ESCROW
     
     14.1  AGREEMENT
           Within forty (40) days of the Effective Date the parties shall 
           enter into an escrow agreement with the NCC in respect of the 
           Products, on the same terms as are contained in the Escrow 
           Agreement attached as Appendix 2.
     
     14.2  COMPLIANCE WITH AGREEMENT
           C-Dilla agrees that it shall deposit the source code to the 
           Products (and other materials as required under the Escrow 
           Agreement) in accordance with the Escrow Agreement, and shall 
           otherwise comply with the terms of the Escrow Agreement.
          
15.  CONFIDENTIALITY
     
     15.1  Macrovision expressly recognises and acknowledges that the 
           Products contain confidential information and trade secrets which 
           are the property of C-Dilla and C-Dilla expressly recognises and 
           acknowledges that in performing the terms of this Agreement it may 
           obtain confidential information and trade secrets of Macrovision 
           (in each case 'Confidential Information') and each party therefore 
           acknowledges that during the continuance of this Agreement or 
           thereafter:-


                                      19


           15.1.1   it shall not disclose or communicate any of the 
                    Confidential Information of the other party to any third 
                    party (including to any parent company or subsidiary of 
                    Macrovision or C-Dilla (as the case may be);
     
           15.1.2   it shall disclose or communicate Confidential Information 
                    of the other party to any of its employees only to the 
                    extent that they need to know the same for the purpose of 
                    each party fulfilling its obligations or exercising its 
                    rights under this Agreement.

     15.2  The above restrictions shall not apply:-

           15.2.1   to information which is required to be disclosed by 
                    Macrovision to Customers for the purpose of their making 
                    use of the Products (to the extent that it is so 
                    required);
          
           15.2.2   to information which is in the public domain (other than 
                    due to a breach by either party of this clause);
          
           15.2.3   to information which the receiving party can show by 
                    documentary evidence was in its possession prior to 
                    receipt from the other party;
          
           15.2.4   to information which the receiving party can demonstrate 
                    was developed by it independently of any information 
                    disclosed to it by the other party;
          
           15.2.5   to any disclosure of information to which the disclosing 
                    party gives its express written consent;
          
           15.2.6   to any development to which the provisions of clause 10.4 
                    apply;
          
           15.2.7   where disclosure is ordered by a Court or any stock 
                    exchange or governmental authority or other regulatory 
                    body;
          
           15.2.8   to auditors attorneys and other professional advisers 
                    whose province it is to know the same; and
          
           15.2.9   to announcements statements or communications to the 
                    press agreed by the other party.
     
16.  TERMINATION
     
     This Agreement may be terminated:
     
     16.1  immediately by either party if the other commits any material 
           breach of clauses 4, 9.1, 10.1, 10.2, 11,13 and 15 of this 
           Agreement and which, in the case of a breach capable of being 
           remedied, shall not have been remedied within twenty eight (28) 
           days of a written request to remedy the same; and
          
     16.2  immediately by either party if:


                                      20


           16.2.1   the other shall convene a meeting of its creditors or if 
                    a proposal shall be made for a voluntary arrangement 
                    within Part I of the Insolvency Act 1986 or a proposal 
                    for any other composition scheme or arrangement with (or 
                    assignment for the benefit of) its creditors: or
          
           16.2.2   the other party is insolvent it or shall be unable to pay 
                    its debts within the meaning of section 123 of the 
                    Insolvency Act 1986; or
          
           16.2.3   a trustee, receiver, administrative receiver, 
                    administrator, liquidator or similar officer is appointed 
                    in respect of all or any part of the business or assets 
                    of the other party; or
          
           16.2.4   a petition is presented or a meeting is convened for the 
                    purpose of considering a resolution or other steps are 
                    taken for the winding up of the other party or for the 
                    making of an administration order (otherwise than for the 
                    purpose of an amalgamation or reconstruction); or
          
           16.2.5   anything analogous to any of the foregoing under the law 
                    of any jurisdiction occurs in relation to that other 
                    party;
          
17.  CONSEQUENCES OF TERMINATION
     
     17.1  EXISTING RIGHTS AND REMEDIES
           Any termination of this Agreement for whatever reason shall be 
           without prejudice to any other rights or remedies a party may be 
           entitled to hereunder or at law and shall not affect any accrued 
           rights or liabilities of either party nor the coming into or 
           continuance in force of any provision which is expressly or by 
           implication intended to come into or continue in force on or after 
           such termination.
     
     17.2  ADVANCE PAYMENT
           Upon termination by C-Dilla, or termination under clause 16.1 and 
           16.2 the [*] from the date of termination.
          
     17.3  CUSTOMER RECORDS
           Upon termination of this Agreement for whatever reason, 
           Macrovision shall assign to C-Dilla (or procure for the assignment 
           to C-Dilla) its rights under the Customer Licence Agreements, 
           including [*].

     17.4  TRADE MARK
           Upon termination of this Agreement for whatever reason, 
           Macrovision shall at no cost assign absolutely its co-ownership of 
           any of the trade marks referred to in clause 2.5 to C-Dilla (other 
           than in relation to trade marks which are dealt with under clause 
           10.4), and undertakes to execute (at C-Dilla's costs) any 
           documents and do any acts which may be reasonably required to 
           effect such assignment.
          
18.  GENERAL
     
     18.1  OWNERSHIP


                                      21


           The parties acknowledge that:-
          
           (i)   title to and ownership of all intellectual property rights 
                 in any Products solely developed by C-Dilla remains with 
                 C-Dilla and Macrovision acquires no title or ownership in 
                 any of them or any products developed from them and no 
                 interest in them other than the licences granted under this 
                 Agreement;

           (ii)  title to and ownership of all intellectual property rights 
                 in any products solely developed by Macrovision remains with 
                 Macrovision and C-Dilla acquires no title or ownership in 
                 any of them or any products developed from them and no 
                 interest in them; and

           (iii) title to and ownership of all intellectual property rights 
                 in any products jointly developed by C-Dilla and Macrovision 
                 shall be jointly owned.
          
           (but subject to the overriding provisions of clause 10.4)
          
     18.2  SUB-CONTRACTING AND ASSIGNMENT
           Except as permitted under clause 5.5, Macrovision shall not assign 
           or sub-contract any of its rights or obligations under this 
           Agreement without C-Dilla's prior written consent.
          
     18.3  RELATIONSHIP
           Nothing in this Agreement shall create a partnership or the 
           relationship of employer and employee between the parties. Except 
           as expressly provided in this Agreement neither party shall enter 
           into or have authority to enter into any engagement or make any 
           representation or warranty on behalf of or pledge the credit of or 
           otherwise bind or oblige the other party.
          
     18.4  WAIVER
           Failure or neglect by either party to enforce at any time any of 
           the provisions of this Agreement shall not be construed nor shall 
           be deemed to be a waiver of that party's rights under this 
           Agreement nor in any way affect the validity of the whole or any 
           part of this Agreement nor prejudice that party's rights to take 
           subsequent action.
          
     18.5  SEVERABILITY
           If any provision of this Agreement is held by any court or any 
           other competent authority to be invalid or unenforceable, in whole 
           or in part, the other provisions of this Agreement, and the 
           remainder of the affected provision shall continue to be valid.
          
     18.6  RESTRICTIVE TRADE PRACTICES ACT AND COMPETITION LAW
           Both parties shall co-operate in making any amendments to this 
           Agreement which may be required in order to ensure the 
           enforceability of any provisions, or in substituting equivalent 
           provisions therefor.
          
     18.7  EC SOFTWARE DIRECTIVE

           18.7.1   In this clause 'the Directive' means the Directive of the 
                    Council for the European Communities of 14 May 1991 on 
                    the legal protection of computer programs.


                                      22


           18.7.2   If any provision of this Agreement which limits or 
                    defines the rights of Macrovision in relation to the 
                    Products would (but for this clause) be rendered void by 
                    the Directive, the provision shall be deemed to include 
                    exceptions to the limitations and extensions of the 
                    rights granted, to the extent necessary (but no further) 
                    to avoid the provisions being null and void.
          
    18.8   HEADINGS
           The headings to the clauses and sub-clauses to this Agreement are 
           included for convenience only and shall not affect the 
           construction or interpretation of this Agreement.
          
    18.9   ENTIRE AGREEMENT
           This Agreement constitutes the entire agreement of the parties and 
           supersedes all prior agreements, understandings and negotiations. 
          
   18.10   LAW
           This Assignment shall be governed by and construed in accordance 
           with the laws of England and the parties hereby submit to the 
           exclusive jurisdiction of the English courts.
          
   18.11   EXPORT CONTROL

           18.11.1  C-Dilla agree that it shall apply for and shall use all 
                    reasonable endeavours to obtain and maintain an Open 
                    Individual Export Licence from the Department of Trade 
                    and Industry (or any future equivalent thereof) to enable 
                    export of the Products to the USA and to such other 
                    countries as Macrovision may request and shall comply 
                    with all terms of such Licence;
          
          18.11.2   Macrovision agrees that it shall be its responsibility to 
                    ensure compliance with any export control regulations 
                    imposed by the Department of Commerce in the USA and in 
                    any other country in relation to the Products, and to 
                    obtain all consents that may be required under such 
                    regulations.
          
    18.12  COUNTERPARTS
           This Agreement may be entered into in any number of counterparts 
           and by the parties to it on separate counterparts, each of which 
           when so executed and delivered shall be an original.

19.  WARRANTIES

     19.1  C-Dilla hereby warrants, represents and undertakes to Macrovision 
           in the following terms:-

           19.1.1   the entering into by C-Dilla of this Software Marketing 
                    Licence and Development Agreement shall not infringe any 
                    licences or rights granted to[*]. pursuant to the 
                    agreements entered into with them by C-Dilla, copies of 
                    which have been disclosed to Macrovision, or any other 
                    licences entered into with or rights granted by C-Dilla 
                    and any third parties.


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           19.1.2   in performing the terms of this Agreement Macrovision 
                    shall not be infringing:

                    19.1.2.1    [*];
     
                    19.1.2.2    any patent published or published application 
                                published prior to June 1997 of which C-Dilla 
                                should have reasonably been aware;

                    19.1.2.3    any patent published or published application 
                                published after June 1997 of which C-Dilla is 
                                aware.

                    For the purpose of this clause a published application 
                    means any application for which the specification has 
                    been published.
          
           19.1.3   [*];
          
           19.1.4   except as disclosed in the Disclosure Letter C-Dilla is 
                    not engaged either on its own account or vicariously in 
                    any suit, action, litigation, arbitration tribunal 
                    proceedings or any governmental or official investigation 
                    or inquiry and no such suit, action, litigation, 
                    arbitration tribunal proceedings or investigation or 
                    inquiry or other dispute are pending or threatened by or 
                    against the Company;
          
           19.1.5   the findings in relation to the performance of Product A 
                    contained in the Report attached as Appendix 3 are 
                    accurately recorded in that Report.

     19.2  In the event of any breach of the Warranties referred to above 
           Macrovision shall (without restricting the rights or ability of 
           Macrovision to claim damages or indemnity on any basis available 
           to it in respect of such breach) be entitled to forthwith 
           terminate this Agreement and C-Dilla shall further on demand (and 
           notwithstanding the provisions of clause 17.2) pay to Macrovision 
           the remaining unpaid balance of the Advance Payment and 
           Macrovision shall have no further liability to C-Dilla pursuant to 
           the terms of this Agreement.

20.  FUTURE CO-OPERATION

     The Parties agree that so long as exclusivity has been maintained by 
     Macrovision at the completion of the Extended Term both parties will use 
     all best endeavours to enter into an agreement for a further 5 year term 
     based upon the same principles that have been agreed for the extended 
     Term which are no less favourable.

     IN WITNESS whereof the parties by their duly authorised representatives 
     have executed this Agreement the day and year set out at the top of page 
     1 of this Agreement 


                                      24


EXECUTED (but not delivered until  )
the date hereof) as a DEED by      )
C-DILLA LIMITED                    )

acting by

                         Director:    ....................................

                         Director/Secretary: .............................






EXECUTED (but not delivered until  )
the date hereof) as a DEED by      )
MACROVISION LIMITED                )

acting by

                         Director:    ....................................

                         Director/Secretary: .............................


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