Source Code License Agreement - Netscape Communications Corp. and TVsoft Corp.


                       NETSCAPE COMMUNICATIONS CORPORATION
                          SOURCE CODE LICENSE AGREEMENT

    This Source Code License Agreement ('License Agreement') is entered into 
by and between NETSCAPE COMMUNICATIONS CORPORATION, a Delaware corporation, 
with principal offices at 501 East Middlefield Road, Mountain View, CA 94043 
('Netscape'), and TVSOFT CORPORATION, a Delaware corporation, with principal 
offices at 477 Potrero Road, Sunnyvale, CA 94086 ('TVsoft').

                                    RECITALS

    A. Netscape develops and markets a range of software products and 
services that link people and information over networks.

    B. Netscape and various other parties have entered into a Stockholder 
Agreement (as defined in Section 1.16 below) and various other documents 
related to the formation of TVsoft.

    C. The parties believe that a potential market exists for software 
products and services specifically designed to provide access to the Internet 
through consumer devices, and that such market is not addressed by Netscape's 
current product line.

    D. The parties desire that TVsoft develop products specifically aimed at 
such potential market, while Netscape continues to develop and promote such 
other aspects of network-based applications as Netscape deems appropriate.

    E. Netscape desires to grant, and TVsoft desires to accept, in 
consideration for the TVsoft stock issued to Netscape under the Common Stock 
Purchase Agreement (as defined in Section 1.4 below) and other good and 
valuable consideration, a license to certain Netscape technology in order for 
TVsoft to create new products for this market as further specified herein.

    NOW, THEREFORE, the parties agree as follows:

                                    AGREEMENT

1.  DEFINITIONS. For purposes of this License Agreement, the following terms 
shall have the following meanings:



    1.1  'Affiliate' moans a corporation, company or other entity more than 
fifty percent (50%) of the outstanding shares or securities (representing the 
right to vote for the election of directors or other managing authority) of 
which are now or hereafter, owned or controlled, directly or indirectly, by a 
party hereto, but such corporation, company or other entity shall be deemed 
to be an Affiliate only so long as such ownership or control exists.

    1.2  'API' means application programming interface.

    1.3  'Code' means computer programming code.

         (a)  'Object Code' means computer programming code in binary form, 
which is intended to be directly executable by a computer after suitable 
processing and linking but without the intervening steps of compilation or 
assembly.

         (b)  'Source Code' means computer programming code in a form other 
than Object Code form, and related programmer comments and documentation, 
which may be printed out or displayed in human readable form, among other 
forms.

    1.4  'Common Stock Purchase Agreement' means that certain Common Stock 
Purchase Agreement entered into between the parties dated as of ______________.

    1.5  'Consumer Hardware Device' means a product which meets the criteria 
of all of items (a)-(c) below:

         (a)  is primarily intended for use by consumers as one or more of the 
     following and permits access to the Internet:

              (i)   game console;
              (ii)  digital set top box;
              (iii) digital viewing device (DVD);
              (iv)  smart television (TV);
              (v)   hand held personal digital assistant;
              (vi)  other Internet consumer devices which generally have an 
         actual 'street' retail price to consumers in the U.S. of less than 
         Five Hundred United States Dollars (U.S. $500.00);

         (b)  is not a personal computer or any successor product to the 
     multipurpose personal computer (including those that function as servers);
     and

         (c)  does not use a Microsoft Windows, Apple Macintosh or
     UNIX operating system, or any new release, new version, successor,
     follow-on or replacement of any such operating system, other than any such
     release, version, successor, follow-on or 

                                     -2-




     replacement that is designed primarily for use in connection with one or 
     more of the devices listed in subsection (a) above.

     1.6  'Derivative Work' means a work which is based upon one or more 
pre-existing copyrightable works such as a revision, modification, 
translation, abridgment, compilation, condensation or expansion or any other 
form in which such pre-existing work may be recast, transformed, or adapted, 
and which, if prepared without the consent of the author of the pre-existing 
work, would be a copyright infringement.

     1.7  'Distribution Channel' of a party means any third party appointed 
by such party (including without limitation, Source Code OEMs, OEMs, VARs, 
distributors and subdistributors) or by any such entity that has been 
appointed by such party, but excluding end users, to reproduce, sublicense 
and/or distribute product(s) of such party in accordance with the terms 
hereof.

     1.8  'Divestiture Event' shall be deemed to occur upon the earlier to 
occur of (i) the date Netscape ceases to be a holder of at least 35% of the 
total issued and outstanding shares of TVsoft; (ii) the date of the IPO (as 
defined in Section 1(b) of the Stockholder Agreement); (iii) the date 
Netscape is no longer the single largest shareholder of TVsoft; or (iv) the 
expiration or termination of the time period in which Netscape has the right 
to exercise the Buyout or the IPO Buyout (as such terms are defined in 
Sections 3(a) and 3(e), respectively of the Stockholder Agreement). TVsoft 
agrees to give Netscape prompt written notice upon the occurrence of a 
Divestiture Event under clause (i) or (iii) above.

     1.9  'Effective Date' means the date on which the Common Stock Purchase 
Agreement is executed by TVsoft and Netscape.

     1.10 'End User' means any third party licensed by a party or its 
Distribution Channel to use, but not to further distribute, a product of such 
party hereunder.

     1.11 'Netscape Product' means any and all products whether now in 
existence or hereafter developed or distributed by or for Netscape which (a) 
are Derivative Works of TVsoft Technology and (b) are not software products 
that are primarily intended for use on one or more Consumer Hardware Devices 
and that are reasonably expected to compete with any TVsoft Product.

     1.12 'Netscape Technology' means the Netscape technology and related 
documentation set forth on Attachment A.

     1.13 'Netscape Technology Updates' means (a) the Source Code for Minor 
Updates, Major Updates and Maintenance Updates to the Netscape Technology and 
(b) any updates to the Netscape Tools which are released internally at 
Netscape for general use by Netscape software developers and (c) related 
documentation. As used in this Section 1.13, 'Minor Update' means a new 
version of a product for which there is a change in the number immediately to 
the right of the decimal point in the release number, 'Major Update' means a 
new version of a product for which there is a change in the number to the 
left of the decimal point in the release number, and 'Maintenance Update' 
means a new version of 

                                     -3-



a product for which there is a change in the number two places to the right 
of the decimal point in the release number.

     1.14 'Netscape Tools' means the Netscape development tools set forth on 
Attachment A.

     1.15 'Source Code OEM' means a manufacturer of Consumer Hardware Devices.

     1.16 'Stockholder Agreement' means that certain Stockholders and Voting 
Agreement entered into between Netscape, TVsoft, Wei Yen and the holders of 
TVsoft's Series A Preferred Stock dated as of ______________.

     1.17 'Subsidiary' means a corporation, company or other entity one 
hundred percent (100%) of the outstanding shares or securities (representing 
the right to vote for the election of directors or other managing authority) 
of which are now or hereafter, owned or controlled, directly or indirectly, 
by a party hereto, but such corporation, company or other entity shall be 
deemed to be a Subsidiary only so long as such ownership or control exists.

     1.18 'Technology' means Netscape Technology and/or TVsoft Technology, as 
the context requires.

     1.19 'TVsoft Product' means a software product which (a) is a Derivative 
Work of the Netscape Technology; and (b) requires restructuring of the 
Netscape Technology so that it is specifically designed for one or more 
Consumer Hardware Devices; and (c) operates on one or more Consumer Hardware 
Devices; and (d) does not run on a Microsoft Windows, Apple Macintosh or UNIX 
operating system, or any new release, new version, successor, follow-on or 
replacement of any such operating system other than any such release, 
version, successor, follow-on or replacement that is designed primarily for 
use in connection with one or more of the devices listed in Section 1.5(a) 
above; and in no event shall a TVsoft Product be directed to the market for 
personal computers or successor products to the multipurpose personal 
computer (including those that function as servers).

     1.20 'TVsoft Technology' means all Source Code, development tools, 
Object Code and documentation created or modified by or for TVsoft and based 
on the Netscape Technology or Netscape Tools, including, but not limited to, 
any Derivative Works of Netscape Technology or Netscape Tools, and all 
related documentation.

     1.21 'Update Period' means the time period beginning with the Effective 
Date of this License Agreement and ending on the date of a Divestiture Event.

2.  GRANT OF LICENSE TO TVSOFT. Subject to the terms and conditions of this 
License Agreement, Netscape hereby grants and TVsoft hereby accepts the 
licenses described in this Section 2, each of which shall be world-wide, 
non-exclusive (except as specifically set forth in Section 8.2 below), fully 
paid-up and nontransferable (except as provided in Section 17.3).

                                     -4-



     2.1  INTERNAL USE -- SOURCE CODE AND OBJECT CODE. A license to use 
internally, reproduce, display, modify and create Derivative Works of the 
Source Code and Object Code versions of the Netscape Technology for the sole 
purpose of creating TVsoft Products and using such TVsoft Products internally.

     2.2  EXTERNAL DISTRIBUTION -- OBJECT CODE. A license to reproduce, 
distribute, license and sublicense the Object Code version of TVsoft 
Products, including any Derivative Works of the Netscape Technology contained 
therein, to Distribution Channels and End Users solely for use with Consumer 
Hardware Devices, and to sublicense the rights in this Section 2.2 to 
TVsoft's Distribution Channels.

     2.3  EXTERNAL DISTRIBUTION -- SOURCE CODE. A license:

          (a)  to sublicense the Source Code of TVsoft Products, including 
any Derivative Works of the Netscape Technology contained therein, to a 
TVsoft Subsidiary solely (i) for further development, internationalization 
and support of such TVsoft Products; and (ii) entering into written 
agreements with Source Code OEMs which meet the requirements of subsection 
(b) below.

          (b)  to sublicense the Source Code of TVsoft Products, including 
any Derivative Works of the Netscape Technology contained therein, to Source 
Code OEMs solely for the purpose of and to the extent necessary to port such 
TVsoft Products to operate with the Source Code OEMs' Consumer Hardware 
Devices; provided that (i) TVsoft shall use its best efforts to minimize 
exposure of the Source Code OEMs to Source Code for Netscape Technology (such 
as, for example, by compiling critical modules for the Source Code 
Licensees); and (ii) each such license must be pursuant to a written 
agreement meeting the requirements of Section 12.6 below.

           (c)  to enter into written Source Code escrow arrangements 
customary in the industry with Source Code OEMs providing that (i) such 
Source Code OEMs may have access to the Source Code for TVsoft Products for 
such Source Code OEMs' Consumer Hardware Devices in the event that TVsoft 
ceases to do business in the normal course and Netscape does not assume 
TVsoft's obligations for support and maintenance of such TVsoft Products; 
(ii) upon release of the Source Code for TVsoft Products, such Source Code 
OEMs may use and modify the Source Code (provided that TVsoft shall use its 
best efforts to limit the scope of permitted use and modification to use and 
modification only as necessary to correct errors in such TVsoft Product(s)), 
and may only distribute the Object Code version of such modified Source Code 
as permitted under this License Agreement; and (iii) the Source Code OEMs are 
obligated to keep such Source Code confidential according to terms 
substantially similar to those set forth in Section 12.6.

TVsoft may not grant its Source Code OEMs any rights to Netscape Technology or
Derivative Works thereof except as part of a TVsoft Product. Except as
specifically set forth in this Section 2.3, TVsoft may not grant any third party
any rights to Netscape Technology or Derivative Works thereof in Source Code
form.

                                     -5-



     2.4  INTERNAL USE -- NETSCAPE TOOLS. A license to use internally, 
reproduce, display, modify and create Derivative Works of the Source Code and 
Object Code versions of the Netscape Tools for the sole purpose of creating 
TVsoft Products.

     2.5  THIRD PARTY CODE.

          (a)  TVsoft acknowledges that the Netscape Technology may contain 
Source Code or Object Code licensed by Netscape from a third party ('Third 
Party Code'), and that Netscape may not have the right to sublicense Third 
Party Code to TVsoft under the terms of this License Agreement. If Netscape 
does have the right to sublicense Third Party Code to TVsoft for the purposes 
set forth in this License Agreement, then Netscape will include such Third 
Party Code and any Netscape Derivative Works thereof in the Netscape 
Technology to be delivered to TVsoft hereunder. All licenses granted by 
Netscape under this License Agreement are subject to compliance by TVsoft 
with any applicable license restrictions, payment by TVsoft of any royalties 
or other fees and Netscape receiving any required consents with respect to 
Third Party Code. A list of Third Party Code in the Netscape Technology as of 
the Effective Date of this License Agreement which Netscape does not have the 
right to sublicense to TVsoft, and any such required restrictions, royalties 
or other fees, and consents for Third Party Code which Netscape does have the 
right to sublicense, is set forth in Attachment B hereto.

          (b)  Netscape agrees that, in the event there is Third Party Code 
in the Netscape Technology that cannot be sublicensed by Netscape to TVsoft 
under this License Agreement, Netscape will introduce TVsoft to appropriate 
personnel at the vendor of such Third Party Code and, as the parties deem 
appropriate, will approach such vendor, together with TVsoft, and use its 
good faith commercially reasonable efforts to cause such vendor to consent to 
the sublicense of such Third Party Code to TVsoft on commercially reasonable 
terms.

          (c)  Netscape agrees to use its good faith, commercially reasonable 
efforts to obtain the right to sublicense Third Parry Code to TVsoft under 
this License Agreement in its agreements entered into after the Effective 
Date for any Third Party Code that may be included in Netscape Technology 
Updates.

          (d)  TVsoft shall provide to Netscape such information as Netscape 
may reasonably request from time to time to verify compliance by TVsoft with 
the applicable restrictions and royalty or other fee obligations for Third 
Party Code that is sublicensed to TVsoft. In the event of any material 
default of such restrictions or royalty or other fee obligations, Netscape 
may deliver to TVsoft a written notice of termination of TVsoft's rights with 
respect to such Third Party Code. If such breach is not corrected within 
thirty (30) days after receipt of such notice, Netscape may terminate 
TVsoft's rights with respect to such Third Party Code effective immediately 
upon notice to TVsoft.

     2.6  RIGHTS NOT GRANTED. This License Agreement does not grant any right 
or license to TVsoft other than those expressly provided herein, and no other 
grant or license is to be implied by or inferred from any provision of this 
License Agreement.

                                     -6-




     2.7  PATENTS: AUDIO-VISUAL EFFECTS. The licenses granted under Sections 
2.1-2.5 above include, subject to the same limitations as provided therein 
and elsewhere in this License Agreement: (a) a nonexclusive license under any 
patent or patent applications that are (i) owned by Netscape or (ii) licensed 
by Netscape from a third party ('Netscape Third Party Patents') during the 
term of this License Agreement with the right to grant sublicenses under the 
terms of this License Agreement and subject to compliance by TVsoft with any 
applicable license restrictions, payment by TVsoft of any royalties or other 
fees and Netscape receiving any required consents with respect to such Third 
Party Patents; and (b) a nonexclusive license (including the right to perform 
and display) to pictorial, graphic and audio-visual works, including without 
limitation icons, screens and characters, that are included in or result from 
execution of the Netscape Technology.

     2.8  SUPPORT BY TVSOFT. TVsoft shall use its best efforts to meet its 
commitments to its Source Code OEMs, Distribution Channels and End Users with 
respect to the support and maintenance of TVsoft Products, all in accordance 
with TVsoft's obligations to provide such support and maintenance.

3. INVENTIONS.

     3.1  INVENTIONS DEFINED. As used in this Section 3, 'Invention' means 
any new or improved idea, design, development, discovery, concept or other 
invention that is patentable subject matter and that is made and developed in 
the course of creating TVsoft Products hereunder.

     3.2  JOINT INVENTIONS. Netscape and TVsoft shall jointly own any 
Inventions that are made and developed jointly by Netscape and TVsoft ('Joint 
Inventions'). The parties shall agree from time to time regarding 
responsibility for prosecution and maintenance of patents on Joint 
Inventions. Subject to TVsoft's obligations set forth herein with respect to 
Netscape Technology, Netscape Tools and Derivative Works thereof, each party 
shall have the right to fully exploit, commercialize, license and enforce any 
Joint Inventions and jointly owned patents issuing thereon without the 
consent of the other party and without a duty to account to the other party 
for profits issuing thereon.

     3.3  TVSOFT INVENTIONS. TVsoft shall be the sole owner of any Inventions 
that are made and developed solely by TVsoft ('TVsoft Inventions'). As used 
in the Section 3.3, 'TVsoft Licensed Patents' means any issued patents that 
claim any TVsoft Invention that covers or reads on any Netscape Technology or 
Netscape Tools, or any Derivative Work of Netscape Technology or Netscape 
Tools. TVsoft hereby grants to Netscape a perpetual, irrevocable, 
non-exclusive, non-transferable (except as provided in Section 17.3) and 
fully paid-up right and license, with the right to grant and authorize 
sublicenses, under any and all TVsoft Licensed Patents, to make, have made, 
use, offer to sell, sell, import and export any products and items (except as 
specifically set forth in Section 8.2 below).

     3.4  INVENTIONS GENERALLY. Ownership of Inventions shall be determined 
with reference to the rules of inventorship under U.S. patent law 
notwithstanding whether such Inventions may be patentable. Each party shall 
keep the other party reasonably informed regarding patent prosecution and 
maintenance of Inventions under this Section 3. Until and except to the 
extent that any Invention is publicly disclosed 

                                     -7-



in a patent or patent application, such Invention shall be considered to be 
Confidential Information of the patent applicant(s) under the provisions of 
Section 12.

4.  GRANT OF LICENSE TO NETSCAPE. Effective as of the earlier of the date of 
a Divestiture Event or of Netscape's termination of this License Agreement 
under Section 15.2, and subject to the terms and conditions of this License 
Agreement, TVsoft hereby grants and Netscape hereby accepts the licenses 
described in this Section 4, each of which shall be world-wide, non-exclusive 
(except as specifically set forth in Section 8.3 below), fully paid-up and 
nontransferable (except as provided in Section 17.3).

     4.1  INTERNAL USE - SOURCE AND OBJECT CODE. A license to use internally, 
reproduce, display, modify and create Derivative Works of the Source Code and 
Object Code versions of the TVsoft Technology for the sole purpose of 
creating Netscape Products and using such Netscape Products internally.

     4.2  EXTERNAL DISTRIBUTION -- OBJECT CODE. A license to reproduce, 
distribute, license and sublicense the Object Code version of the Netscape 
Product(s), including the Derivative Works of the TVsoft Technology contained 
therein, to Distribution Channels and End Users and to sublicense the rights 
in this Section 4.2 to Netscape's Distribution Channels.

     4.3 EXTERNAL DISTRIBUTION -- SOURCE CODE. A license:

         (a)  to sublicense the Source Code of Netscape Products, including 
any Derivative Works of the TVsoft Technology contained therein, to Netscape 
Subsidiaries solely (i) for further development, internationalization and 
support of such Netscape Products, and (ii) entering into written agreements 
with licensees of Netscape Products which meet the requirements of 
subsections (b) and (c) below.

         (b)  to sublicense the Source Code of Netscape Products, including 
any Derivative Work(s) of the TVsoft Technology contained therein, to 
Netscape's Source Code licensees of such Netscape Products solely for further 
development, internationalization or support of such Netscape Products and 
any Derivative Works thereof, provided that Netscape shall use its best 
efforts to minimize exposure of the Source Code licensees to Source Code for 
TVsoft Technology (such as, for example, by compiling critical modules for 
the licensee) and each such license must be pursuant to a written agreement 
meeting the requirements of Section 12.6 below.

          (c)  to enter into written Source Code escrow arrangements 
customary in the industry with Netscape's licensees of Netscape Products 
providing that (i) such licensees may have access to the Source Code for 
licensed Netscape Products in the event that Netscape ceases to do business 
in the normal course; (ii) upon release of the Source Code for Netscape 
Products, such licensees may use and modify the Source Code (provided that 
Netscape shall use its best efforts to limit the scope of permitted use and 
modification to use and modification only as necessary to correct errors in 
the Netscape Products), and may only distribute the Object Code version of 
such modified Source Code as permitted

                                     -8-




under this License Agreement; and (iii) the licensee is obligated to keep 
such Source Code confidential according to terms substantially similar to 
those set forth in Section 12.6.

Netscape may not grant its licensees any rights to TVsoft Technology or 
Derivative Works thereof except as part of a Netscape Product. Except as 
specifically set forth in this Section 4.3, Netscape may not grant any third 
party any rights to TVsoft Technology or Derivative Works thereof in Source 
Code form.

     4.4  INTERNAL USE -- TVSOFT TOOLS. A license to use internally, 
reproduce, display, modify and create Derivative Works of the Source Code and 
Object Code versions of the TVsoft Tools for the sole purpose of creating 
Netscape Products.

     4.5  THIRD PARTY CODE.

          (a)  Netscape acknowledges that the TVsoft Technology may contain 
Source Code or Object Code licensed by TVsoft from a third party ('TVsoft 
Third Party Code'), and that TVsoft may not have the right to sublicense 
TVsoft Third Party Code to Netscape under the terms of this License 
Agreement. If TVsoft does have the right to sublicense TVsoft Third Party 
Code to Netscape for the purposes set forth in this Agreement, then TVsoft 
will include such TVsoft Third Party Code and any TVsoft Derivative Works in 
the TVsoft Technology to be delivered to Netscape hereunder. All licenses 
granted by TVsoft under this License Agreement are subject to compliance by 
Netscape with any applicable license restrictions, payment by Netscape of any 
royalties or other fees and TVsoft receiving any required consents with 
respect to TVsoft Third Party Code.

          (b)  TVsoft agrees that, in the event there is TVsoft Third Party 
Code that cannot be sublicensed by TVsoft to Netscape under this License 
Agreement, TVsoft will introduce Netscape to appropriate personnel at the 
vendor of such TVsoft Third Party Code and, as the parties deem appropriate, 
will approach such vendor, together with Netscape, and use its good faith 
commercially reasonable efforts to cause such vendor to consent to the 
sublicense of such TVsoft Third Party Code to Netscape on commercially 
reasonable terms.

          (c)  TVsoft agrees to use its good faith, commercially reasonable 
efforts to obtain the right to sublicense TVsoft Third Party Code to Netscape 
under this License Agreement in its agreements entered into after the 
Effective Date for any TVsoft Third Party Code that may be included in TVsoft 
Technology.

          (d)  Netscape shall provide to TVsoft such information as TVsoft 
may reasonably request from time to time to verify compliance by Netscape 
with the applicable restrictions and royalty or other fee obligations for 
TVsoft Third Party Code that is sublicensed to Netscape. In the event of any 
material default of such restrictions or royalty or other fee obligations, 
TVsoft may deliver to Netscape a written notice of termination of Netscape's 
rights with respect to such TVsoft Third Party Code. If such breach is not 
corrected within thirty (30) days after receipt of such notice, TVsoft may 
terminate Netscape's rights with respect to such TVsoft Third Party Code 
effective immediately upon notice to Netscape.

                                     -9-





     4.6    RIGHTS NOT GRANTED.  This License Agreement does not grant any 
right or license to Netscape other than those expressly provided herein, and 
no other grant or license is to be implied by or inferred from any provision 
of this License Agreement.

     4.7    PATENTS: AUDIO-VISUAL EFFECTS.  The licenses granted under 
Sections 4.1-4.5 above include, subject to the same limitations as provided 
therein and elsewhere in this License Agreement: (a) a nonexclusive license 
under any patent or patent applications that are (i) owned by TVsoft or (ii) 
licensed by TVsoft from a third party ('TVsoft Third Party Patents') during 
the term of this License Agreement with the right to grant sublicenses under 
the terms of this License Agreement and subject to compliance by Netscape 
with any applicable license restrictions, payment by Netscape of any 
royalties or other fees and TVsoft receiving any required consents with 
respect to such TVsoft Third Party Patents; and (b) a nonexclusive license 
(including the right to perform and display) to pictorial, graphic and 
audio-visual works, including without limitation icons, screens and 
characters, that are included in or result from execution of the TVsoft 
Technology.

5.   DELIVERY.

     5.1    INITIAL  DELIVERY BY NETSCAPE.  Within ten (10) days after the 
Effective Date,  Netscape shall deliver to TVsoft one (1) copy of the 
Netscape Technology.

     5.2    DELIVERY OF UPDATES BY NETSCAPE.  During the Update Period, 
Netscape shall provide access to TVsoft, on mutually agreeable terms, to all 
activities relating to the development of Netscape Technology Updates. Each 
Netscape Technology Update shall be considered to be Netscape Technology or 
Netscape Tools, as applicable, for the purposes of this License Agreement. 
After the expiration of the Update Period, Netscape shall have no further 
obligation hereunder to deliver any Source Code, Object Code or other 
technology to TVsoft or to provide access to TVsoft to any development 
activities of Netscape.

     5.3    DELIVERY OF TVSOFT TECHNOLOGY BY TVSOFT.  Within thirty (30) days 
after the earlier of a Divestiture Event or of Netscape's termination of this 
Agreement under Section 15.3, TVsoft shall provide to Netscape one (1) copy 
of all of the then existing TVsoft Technology. TVsoft shall provide to 
Netscape a complete copy the TVsoft Technology that is then used internally 
for development by TVsoft and a complete copy of the TVsoft Technology for 
the most recently commercially released version(s) of the TVsoft Products.

     5.4    MANNER OF DELIVER.  Except for carrier, which shall be the 
delivering party's choice, the delivering party under this Section 5 shall 
deliver any item hereunder in accordance with the receiving party's 
instructions. The delivering party shall deliver all items via a carrier of 
the delivering party's choice with freight and insurance prepaid and 
separately invoiced to the receiving party. At the receiving party's request, 
the delivering party shall deliver items to be delivered hereunder by 
electronic transmission whenever practicable, and provided that the receiving 
party shall pay any sales tax and related charges that may be assessed 
(whenever assessed) by the relevant taxing authority. The receiving party 
acknowledges that electronic transmission may be subject to reasonable 
procedure requirements (such


                                    -10-




as use of FTP or a modem) that may be necessary for the electronic 
transmission to be in compliance with applicable export control laws. The 
delivering party shall be responsible for and shall bear any and all risk of 
loss of, or damage to, any item until delivery to the site specified by the 
receiving party. Upon delivery, risk of loss and damage shall pass to the 
receiving party; provided, however, that the delivering party shall bear any 
loss or damage, whenever occurring, that results from the delivering party's 
inadequate packaging or other preparation for shipping. In the event of any 
loss or damage to any item while the delivering party bears the risk of loss, 
the delivering party's sole obligation and liability shall be to redeliver 
the item.

6.   TECHNICAL SUPPORT.

     6.1   PROCEDURE.  The parties intend to develop a technical assistance 
plan which will allow each party to receive assistance (the 'Assisted Party') 
in its use of the other party's Technology in a fashion which does not 
disrupt the operations of the providing party ('Assisting Party'). Prior to 
completion of the plan, each party will designate one (1) technical 
assistance liaison, and all requests for technical assistance shall be in 
writing.

     6.2   TECHNICAL ASSISTANCE PLAN.  The technical assistance plan will 
include the following components: (a) identification of one (1) designated 
technical assistance liaison for each party, (b) procedures for the Assisted 
Party's designated liaisons to ask and receive assistance from the Assisting 
Party, (c) resolution procedures if designated personnel are unable to 
respond to the Assisted Party's requests, (d) the period of time covered by 
the Assisting Party's technical assistance obligation, (e) hours in which 
technical assistance will be available, and (f) such other items as the 
parties deem appropriate.

     6.3   SCOPE OF TECHNICAL ASSISTANCE.  Technical Assistance under this 
Section 6 means that the Assisting Party will attempt in good faith to answer 
questions concerning its Source Code that arise in connection with 
development by the Assisted Party, as more fully set forth in the Technical 
Assistance Plan, and subject to such limitations as the parties shall agree 
in the Technical Assistance Plan.

     6.4   NOTICE.  Any documentation distributed by TVsoft for TVsoft 
Products will clearly and conspicuously state that support questions should 
be addressed to TVsoft or its Distribution Channel. If Netscape is 
nevertheless contacted by TVsoft's customers or its Distribution Channels, 
then, upon the request of Netscape, the parties will cooperate to eliminate 
such contact. Netscape has no obligation to respond to requests for technical 
assistance or support from TVsoft's End Users or Distribution Channels.

7.   DISTRIBUTION TERMS.

     7.1   GOVERNMENT RESTRICTED RIGHTS.  Each party agrees to comply with 
and shall require its Distribution Channels to comply with all applicable 
laws, rules and regulations to preclude the acquisition of unlimited rights 
to technical data pertaining to the other party's Technology to a 
governmental agency, and to ensure the inclusion of the appropriate notices 
required by U.S. Government agencies or other applicable agencies.


                                    -11-




     7.2   PROTECTION OF LICENSOR'S RIGHTS.  Except as expressly permitted 
herein, each party shall not copy, distribute, modify, translate, decompile, 
reverse engineer, disassemble, or otherwise determine or attempt to determine 
Source Code for the other party's products. Each party shall cooperate with 
the other party in any legal action to prevent or stop unauthorized use, 
reproduction or distribution of other party's Source Code, Object Code, 
Technology or Confidential Information provided hereunder.

     7.3   END USER AGREEMENTS.  Each party shall distribute its products 
that contain Derivative Works of the other party's Technology under the terms 
of end user agreements that are reasonably calculated to protect the other 
party's rights and contain protective provisions consistent with industry 
practices for the type of product being distributed, as such practices may 
change and evolve from time to time.

     7.4   EXPORT.  TVsoft shall comply fully with all then current 
applicable laws, rules and regulations relating to the export of technical 
data, including, but not limited to any regulations of the United States 
Office of Export Administration and other applicable governmental agencies.

     7.5   DISTRIBUTION CHANNEL AGREEMENTS.  Each party shall use its 
reasonable commercial efforts to have in place agreements containing 
provisions substantially equivalent to the provisions of Sections 7.2, 7.3 
and 7.4 above with those of its Distribution Channels to whom it distributes 
Derivative Works of the other party's Technology.

8.   TRADEMARKS AND MARKETING.

     8.1   TRADEMARKS.  The parties shall enter into a mutually agreed 
Trademark License Agreement regarding trademarks and branding for the TVsoft 
Products.

     8.2   TVSOFT'S MARKETING RIGHT.  Until the occurrence of a Divestiture 
Event, Netscape agrees that Netscape and its Affiliates (other than TVsoft) 
will not (i) develop, market or distribute software products (in Source Code 
or Object Code form) which are designed for use primarily on Consumer 
Hardware Devices; or (ii) grant any third party any Source Code license for 
the purpose of developing, marketing or distributing software products which 
are designed for use primarily on Consumer Hardware Devices; or (iii) grant 
any third party any license for Object Code which Netscape knows and intends 
will be used on Consumer Hardware Devices; provided that in no event shall 
the limitation of clause (iii) be deemed to require Netscape to include in 
its Object Code license agreements a prohibition on the use of its software 
products on Consumer Hardware Devices (notwithstanding whether such Object 
Code license agreements may also include a Source Code escrow provision).

     8.3   NETSCAPE'S MARKETING RIGHT.  Because Netscape Technology and 
Netscape Confidential Information will be pervasive within TVsoft, TVsoft 
agrees that during the Update Period, TVsoft and its Affiliates will not 
develop, license, market or distribute any product that is directed to the 
market for personal computers or any successor products to the multipurpose 
personal computer (including those that function as servers), or that uses a 
Microsoft Windows, Apple Macintosh or UNIX operating system, or any new 
release, new version, successor, follow-on or replacement of any such 
operating


                                     -12-



system (other than any such release, version, successor, follow-on or 
replacement that is designed primarily for use in connection with one or more 
of the devices listed in Section 1.5(a) above), or license any technology for 
the purpose of developing, licensing, marketing or distributing any product 
that is directed to the market for personal computers or any successor 
products to the multipurpose personal computer (including those that function 
as servers), or that uses a Microsoft Windows, Apple Macintosh or UNIX 
operating system, or any new release, new version, successor, follow-on or 
replacement of any such operating system (other than any such release, 
version, successor, follow-on or replacement that is designed primarily for 
use in connection with one or more of the devices listed in Section 1.5(a) 
above), or participate with, or sublicense any third party to engage in any 
such activities.

     8.4   EXCEPTIONS.  TVsoft may, in its discretion, make exceptions to the 
limitations in Section 8.2 above, and Netscape may, in its discretion, make 
exceptions to the limitations set forth in Section 8.3 above, in each case, 
upon the request by the other party with respect to business opportunities 
that would otherwise be prohibited. Any such exceptions shall be embodied in 
a writing signed by the party making the exception.

     8.5   TREATMENT OF APIS -- PROCESS AND COMPATIBILITY.

           (a)   The parties will work together to develop a process whereby 
Netscape will make TVsoft aware of new APIs that Netscape expects to include 
in Netscape Technology Updates, and TVsoft will make Netscape aware of new 
APIs that TVsoft expects to include in TVsoft Products, in each case as soon 
as commercially feasible.

           (b)   In the event that TVsoft uses functions of the Netscape 
Technology in TVsoft Products, then TVsoft shall preserve in TVsoft Products 
the same API for such function as is present in the Netscape Technology; 
however, with respect to additional software other than Netscape Technology or 
Derivative Works thereof that are included in TVsoft Products, TVsoft may 
include other APIs as it determines in its sole discretion.

     8.6   STANDARDS.  TVsoft will support Netscape's applicable Internet 
standards in the marketplace.

9.   TAXES.  TVsoft shall be responsible for and shall pay all taxes now or 
hereafter imposed on or in connection with this License Agreement or with any 
sublicense granted hereunder, including, but not limited to, sales, use or 
value-added taxes, duties, withholding taxes and other assessments.

10.  RECORDS AND AUDITS

     10.1   RECORDS.  TVsoft shall maintain full, tree and accurate records 
of licenses granted hereunder to Source Code OEMs and any other agreements 
and practices involving the Source Code version of Netscape Technology.


                                     -13-



     10.2 AUDIT OF RECORDS.  Netscape shall have the right, during normal 
business hours, to have an independent third party auditor review and analyze 
the relevant records and facilities of TVsoft to verify compliance with the 
provisions of this License Agreement. Any such audit shall be conducted at 
Netscape's expense. Netscape shall give TVsoft at least ten (10) business 
days' prior written notice of any such audit. Audits under this Section 10.2 
may take place no more frequently than once in any twelve (12) month period; 
provided, that if any such audit discloses any material breach of this 
License Agreement, then the next succeeding audit may be conducted after six 
(6) months.

11.  PROPRIETARY RIGHTS.

     11.1   NETSCAPE PROPRIETARY RIGHTS.  Title to and ownership of all 
copies of the Netscape Technology, Netscape Technology Updates and Netscape 
Tools, whether in machine-readable or printed form, and all related technical 
know-how provided by Netscape and all intellectual property rights therein 
and thereto, are and shall remain the exclusive property of Netscape or its 
suppliers. TVsoft shall not knowingly take any action to jeopardize, limit or 
interfere in any manner with Netscape's ownership of and rights with respect 
to the Netscape Technology, Netscape Technology Updates and Netscape Tools. 
Any Derivative Works made by TVsoft or its licensees outside the scope of the 
licenses granted herein shall belong exclusively to Netscape. TVsoft shall 
inform Netscape promptly in writing of any such Derivative Works and shall 
execute and cause to be executed such instruments and documents and take such 
other actions as Netscape shall reasonably request from time to time to 
effect the foregoing assignment.

     11.2   NETSCAPE PROPRIETARY NOTICES.  TVsoft shall ensure that all 
copies of the Netscape Technology, TVsoft Products and related documentation 
conspicuously display a notice substantially in the following form:

                    portions Copyright -C- 1994 -1996 (or other appropriate
                    year(s)), Netscape Communications Corporation. All
                    Rights Reserved.

     If TVsoft is unsure of the appropriate year(s), it shall consult with 
Netscape to obtain the correct designation. If the copyright symbol -C- 
cannot technically be reproduced, TVsoft shall use the word 'Copyright' 
followed by the notation '(c)' in its place.

     11.3   TVSOFT PROPRIETARY RIGHTS.  Title to and ownership of all copies 
of Derivative Works of the Netscape Technology, Netscape Technology Updates 
and Netscape Tools made by TVsoft within the scope of the license granted 
herein, whether in machine-readable or printed form and all related technical 
know-how developed by TVsoft and all intellectual property rights therein, 
are and shall remain the exclusive property of TVsoft or its suppliers, in 
all cases subject to Netscape's and its suppliers' rights in the Netscape 
Technology, Netscape Technology Updates and Netscape Tools.


                                    -14-



12.  CONFIDENTIAL INFORMATION AND DISCLOSURE

     12.1   CONFIDENTIAL INFORMATION.  For the purposes of this License 
Agreement, 'Confidential Information' of Netscape means (i) the Netscape 
Technology, Netscape Technology Updates and Netscape Tools; (ii) information 
regarding Netscape's business, marketing and technical plans (other than 
documentation and information expressly intended for use by and released to 
end users or the general public), and (iii) any and all other information, of 
whatever type and in whatever medium, that is disclosed in any form by 
Netscape to TVsoft and identified as Confidential Information. 'Confidential 
Information' of TVsoft means (i) TVsoft Technology and TVsoft tools, (ii) 
information regarding TVsoft's business, marketing and technical plans (other 
than documentation and information expressly intended for use by and released 
to end users or the general public), and (iii) any and all other information 
of whatever type and in whatever medium, that is disclosed in any form by 
TVsoft to Netscape and identified as Confidential Information.

     12.2   PRESERVATION OF CONFIDENTIALITY; NON-DISCLOSURE.  Each party 
('Receiving Party') shall hold all Confidential Information of the other 
party ('Disclosing Party') in trust and in strict confidence for the sole 
benefit of the Disclosing Party and for the exercise of the limited rights 
expressly granted to the Receiving Party under this License Agreement. The 
Receiving Party shall take all steps reasonably necessary to preserve the 
confidentiality of the Confidential Information of the Disclosing Party, and 
to prevent it from falling into the public domain or in the possession of 
persons other than those persons to whom disclosure is authorized hereunder, 
including but not limited to those steps that the Receiving Party takes to 
protect the confidentiality of its own most highly confidential information. 
Except as may be expressly authorized by the Disclosing Party in writing, the 
Receiving Party shall not at any time, either before or after any termination 
of this License Agreement, directly or indirectly: (i) disclose any 
Confidential Information to any person other than an employee, subcontractor 
or permitted Source Code licensee of the Receiving Party who needs to know or 
have access to such Confidential Information for the purposes of this License 
Agreement, and only to the extent necessary for such purposes (and with 
respect to any Source Code, only in accordance with Section 12.6 below); (ii) 
except as otherwise provided in this License Agreement, duplicate the 
Confidential Information for any purpose whatsoever; or (iii) use the 
Confidential Information for any reason or purpose other than as permitted in 
this License Agreement.

     12.3   NOTICE TO DISCLOSING PARTY.  If at any time the Receiving Party 
becomes aware of any unauthorized duplication, access, use, possession or 
knowledge of any Confidential Information, including use of Confidential 
Information beyond the scope of the applicable license grant(s), the Receiving
Party shall immediately notify the Disclosing Party. The Receiving Party 
shall provide any and all reasonable assistance to the Disclosing Party to 
protect the Disclosing Party's proprietary rights in any Confidential 
Information that the Receiving Party or its employees or permitted 
subcontractors or Source Code licensees may have directly or indirectly 
disclosed or made available and that may be duplicated, accessed, used, 
possessed or known in a manner or for a purpose not expressly authorized by 
this License Agreement including but not limited to enforcement of 
confidentiality agreements, commencement and prosecution in good faith (alone 
or with the Disclosing Party) of legal action, and reimbursement for all 
reasonable attorneys' fees (and all related costs), costs and expenses 
incurred by the Disclosing Party to



                                    -15-



protect its proprietary rights in the Confidential Information. The Receiving 
Party shall take all reasonable steps requested by the Disclosing Party to 
prevent the recurrence of any unauthorized duplication, access, use, 
possession or knowledge of the Confidential Information.

     12.4   ACCOUNTING, ETC.  If either party violates or fails to comply 
with any of the terms or conditions of this Section 12, the other party shall 
be entitled to an accounting and repayment of all forms of compensation, 
commissions, remuneration or benefits which such other party directly or 
indirectly realizes as a result of or in connection with any such violation 
or failure to comply. Such remedy shall be in addition to and not in 
limitation of any injunctive relief or other remedies to which either party 
may be entitled under this License Agreement or otherwise, at law or in 
equity.

     12.5   EXCEPTIONS.  The foregoing restrictions will not apply to 
information to the extent that the Receiving Party can demonstrate such 
information: (i) was known to the Receiving Party at the time of disclosure 
to the Receiving Party by the Disclosing Party as shown by the files of the 
Receiving Party in existence at the time of disclosure; (ii) becomes part of 
information publicly available through no fault of the Receiving Party; (iii) 
has been rightfully received from a third party authorized by the Disclosing 
Party to make such disclosure without restriction; (iv) has been approved for 
release by prior written authorization of the Disclosing Party; or (v) has 
been disclosed by court order or as otherwise required by law (including 
without limitation to the extent that disclosure may be required under 
Federal or state securities laws), provided that the Receiving Party has 
notified the Disclosing Party immediately upon learning of the possibility of 
any such court order or legal requirement and has given the Disclosing Party 
a reasonable opportunity (and cooperated with the Disclosing Party) to 
contest or limit the scope of such required disclosure (including application 
for a protective order). Information shall not be deemed known to the 
Receiving Party or publicly known for purposes of the above exceptions (A) 
merely because it is embraced by more general information in the prior 
possession of the Receiving Party or others, or (B) merely because it is 
expressed in public material in general terms not specifically the same as 
Confidential Information.

     12.6   TREATMENT OF SOURCE CODE.  Source Code for the Netscape 
Technology, Netscape Technology Updates, Netscape Tools, TVsoft Technology 
and TVsoft Products and any Derivative Works thereof shall be Confidential 
Information under the foregoing terms of this Section 12 and shall in 
addition be subject to the terms of this Section 12.6.

            (a)   TVsoft will limit access to the Source Code of the Netscape 
Technology, Netscape Technology Updates and Netscape Tools solely to TVsoft 
employees and on-site independent contractors ('Contractors') with a need to 
know for purposes of this License Agreement, and will limit access to the 
Source Code of TVsoft Products containing Derivative Works of the Netscape 
Technology only to employees, Source Code licensees (authorized pursuant to 
Section 2.3) and Contractors who have a need to know for purposes of this 
License Agreement. In the event that any third party acquires a majority of 
the outstanding capital stock of TVsoft entitled to vote in the election of 
directors, or in the event of assignment of this Agreement by TVsoft pursuant 
to Section 17.3, then TVsoft agrees that:



                                    -16-





                  (i) its employees and Contractors who have had access to
                  the Source Code of the Netscape Technology, Netscape
                  Technology Updates, Netscape Tools, Derivative Works of
                  any of the foregoing or TVsoft Products containing
                  Derivative Works of the foregoing will not, for a period
                  of six (6) months after the effective date of such
                  acquisition or assignment (as applicable), participate
                  in the development of any product that competes with the
                  Netscape Products or TVsoft Products for TVsoft or for
                  the acquiring party or assignee (as applicable);
                  provided, that the foregoing provisions of this clause
                  (i) shall not be deemed to limit any such employee or
                  Contractor from continuing to participate in the
                  development of TVsoft Products hereunder, and

                  (ii) its employees and Contractors who have had access
                  to the Source Code of the Netscape Technology, Netscape
                  Technology Updates or Netscape Tools will not, for a
                  period of six (6) months after such employee or
                  Contractor has ceased to have access to such Source
                  Code, participate in the development of any product that
                  competes with the Netscape Products or TVsoft Products
                  for the acquiring party or assignee (as applicable); (A)
                  provided, that the foregoing provisions of this clause
                  (ii) shall not be deemed to limit any such employee or
                  Contractor from continuing to participate in the
                  development of TVsoft Products hereunder; (B) provided,
                  further, that the foregoing provisions of this clause
                  (ii) shall terminate two (2) years after the effective
                  date of such acquisition or assignment (as applicable);
                  and (C) provided, further, that for the purposes of this
                  clause (ii), loss of access to the Source Code for
                  Netscape Technology, Netscape Technology Updates and
                  Netscape Tools shall be deemed to occur upon the return
                  or destruction of all copies of such Source Code under
                  Section 17.3 or otherwise, although such return or
                  destruction shall not be considered to be the exclusive
                  means of demonstrating such loss of access.

Netscape will limit access to the Source Code of the TVsoft Technology solely 
to Netscape employees and Contractors with a need to know for purposes of 
this License Agreement, and will limit access to the Source Code of Netscape 
Products containing Derivative Works of the TVsoft Technology only to 
employees, Source Code licensees (authorized pursuant to Section 4.3) and 
Contractors, who have a need to know for purposes of this License Agreement

            (b)   The Receiving Party shall have in place a confidentiality 
agreement with each of its employees, Source Code licensees and Contractors 
who are given access to the Source Code, which requires the employee, 
Contractor or Source Code licensee to comply with the requirements of this 
License Agreement. At Netscape's or TVsoft's written request, designated 
Source Code shall be marked 'Netscape Confidential' or 'TVsoft Confidential,' 
respectively.

            (c)   Each party shall use its best efforts to protect the 
confidentiality of the other party's Source Code, including methods of 
limiting access. The Receiving Party will use the other party's Source Code 
in a building with restricted access or in a locked room; and only on 
computer systems with security


                                    -17-




protection which is adequate to prevent unauthorized parties from accessing 
such Source Code. TVsoft shall not permit access to the Source Code of the 
TVsoft Products or Netscape Technology electronically except for individually 
controlled distributions to permitted Source Code licensees with protections 
adequate to avoid receipt by unauthorized parties. Each party shall be liable 
for the conduct of its employees, agents, representatives and independent 
contractors who in any way breach this section of this License Agreement.

            (d)   If the Receiving Party decides, where permitted by the 
scope of the licenses granted in this License Agreement, to license the 
Source Code version of the other party's Technology, such license shall be 
subject to the terms of Section 2.3 or 4.3, as applicable and protective 
terms no less protective than the terms of this Section 12.6.

     12.7   CONFIDENTIALITY OF AGREEMENT.  The terms and conditions of this 
License Agreement shall be treated as Confidential Information; provided that 
each party may disclose the terms and conditions of this License Agreement: 
(i) to legal counsel; (ii) in confidence, to accountants, banks and financing 
sources and their advisors; (iii) in connection with the enforcement of this 
License Agreement or rights under this License Agreement; (iv) as required by 
law or regulations; and (v) to others, as mutually agreed by the parties. 
Both parties shall treat the fact that the parties have entered into this 
License Agreement as Confidential Information until a mutually agreed public 
announcement is released.

     12.8   REMEDIES.  The Receiving Party acknowledges that any breach of 
any of its obligations with respect to confidentiality or use of Confidential 
Information hereunder is likely to cause or threaten irreparable harm to the 
Disclosing Party and, accordingly, the Receiving Party agrees that in such 
event the Disclosing shall be entitled to seek equitable relief to protect 
its interest therein, including, but not limited to, preliminary and 
permanent injunctive relief, as well as money damages.

13.  WARRANTY DISCLAIMER. THE NETSCAPE TECHNOLOGY, NETSCAPE TECHNOLOGY 
UPDATES, NETSCAPE TOOLS AND TVSOFT TECHNOLOGY ARE PROVIDED ON AN 'AS IS' 
BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY 
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND 
NON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF SUCH 
ITEMS LIES WITH THE RECEIVING PARTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES 
AN ESSENTIAL PART OF THIS LICENSE AGREEMENT.

14.  LIMITATION OF LIABILITY. TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO 
EVENT SHALL EITHER PARTY OR ITS VENDORS OF THIRD PARTY CODE BE LIABLE FOR ANY 
LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INTERRUPTION OF 
BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF 
ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING 
NEGLIGENCE) EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 
DAMAGES, OR FOR ANY CLAIM AGAINST SUCH PARTY BY ANY THIRD PARTY; PROVIDED, 
HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT APPLY TO A BREACH BY EITHER 
PARTY OF SECTION 12, A BREACH BY TVSOFT OF SECTION 2 OR A BREACH BY NETSCAPE 
OF SECTION 4. IN NO EVENT WILL EITHER PARTY OR ITS


                                    -18-





VENDORS OF THIRD PARTY CODE BE LIABLE FOR (A) ANY REPRESENTATION OR WARRANTY
MADE BY THE OTHER PARTY OR ITS DISTRIBUTION CHANNELS OR AGENTS TO ANY THIRD
PARTY; (B) FAILURE OF THE OTHER PARTY'S TECHNOLOGY TO PERFORM; (C) FAILURE OF
THE OTHER PARTY'S TECHNOLOGY TO PROVIDE SECURITY; OR (D) ANY USE OF THE OTHER
PARTY'S TECHNOLOGY OR THE RESULTS OR INFORMATION OBTAINED OR DECISIONS MADE BY
END USERS OF THE OTHER PARTY'S TECHNOLOGY.

15.  TERM AND TERMINATION

     15.1  EFFECTIVE DATE. This License Agreement will not be binding upon
the parties until it has been signed by or on behalf of each party, in which
event it shall be effective as of the Effective Date. This License Agreement
shall continue in force unless and until earlier terminated as provided herein.

     15.2  TERMINATION FOR MATERIAL DEFAULT.

           (a) For the purposes of this Section 15.2, 'Material
Default' shall mean a material failure by a party to: (i) deliver any material
item that it is obligated to deliver to the other party under this License
Agreement, if such item is in existence at the time of the failure; or (ii)
comply with the material provisions of Section 2 (for TVsoft) or Section 4 (for
Netscape); or (iii) comply with the provisions of Section 12; or (iv) comply
with the provisions of Section 8.2 (for Netscape) or Section 8.3 (for TVsoft).

           (b) If either party believes that the other party is in Material 
Default, it may deliver to the other party a written notice of termination 
for Material Default. If such Material Default is not corrected within thirty 
(30) days after receipt of such notice, the non-defaulting party may 
terminate this License Agreement effective immediately upon notice to the 
defaulting party.

     15.3  EFFECT OF TERMINATION FOR MATERIAL DEFAULT. Upon termination of
this License Agreement, (a) all licenses granted herein to the defaulting party
under Section 2 (if TVsoft is the defaulting party) or Section 4 (if Netscape is
the defaulting party) shall terminate (but those licenses that are irrevocable
under Section 3 shall not terminate), and (b) all licenses granted herein to the
non-defaulting party under Section 2 (if TVsoft is the non-defaulting party)
shall survive with respect to Netscape Technology that was delivered (or
required to be delivered) under Section 5.2 prior to the effective date of
termination or Section 4 (if Netscape is the non-defaulting party) shall survive
with respect to TVsoft Technology that was delivered or is required to be
delivered under Section 5.3; provided that the defaulting party may continue to
use a reasonable number of copies of the Netscape Technology under Section 2 (if
TVsoft is the defaulting party) or the TVsoft Technology under Section 4 (if
Netscape is the defaulting party) for support of customers existing as of the
termination date. The non-defaulting party's surviving license is subject to
termination for Material Default as provided herein. In addition, any and all
End User licenses granted prior to the effective date of termination of the
applicable license shall survive and the defaulting party and its Distribution
Channels shall have the right to distribute any products remaining in inventory
after the effective date of termination of the applicable license.


                                      -19-




     15.4  SURVIVAL. Sections 3, 5.3, 6.1-6.3 (according to the terms of
the technical assistance plan developed pursuant thereto) 6.4, 7, 10-14, 15.3,
15.5, 16 and 17 of this License Agreement, and Sections 2 and 4 of this License
Agreement to the extent set forth in Section 15.3 above, shall remain in effect
in accordance with their terms, binding the parties and their legal
representatives and successors beyond any expiration or termination of this
License Agreement. All other provisions shall terminate.

     15.5  REMEDIES CUMULATIVE. Except as expressly provided in Section
5.4, the remedies herein are cumulative, and nothing in this section is intended
to preclude a party from exercising any remedy available at law or equity,
including without limitation rights and remedies available under applicable
patent, copyright, trade secret and other intellectual property laws, rules and
regulations, due to a Material Default or any other breach.

16. CHANGES OVER TIME. The parties acknowledge that, because of the rapid pace
of technological change and evolution in the industries associated with the
Internet and software related thereto, many of the underlying facts and
circumstances (including assumptions regarding the facts and circumstances) that
were the basis for the allocation of various rights and obligations pursuant to
this Agreement are likely to change over time as such industries evolve. In
drafting this License Agreement, the parties have addressed relevant facts and
issues as they exist with current technologies and today's business models;
however, the parties also intend for this License Agreement to remain in force
throughout the term as such technologies and business models change over time,
with appropriate modifications to reflect such equitable adjustments as are
required to maintain a substantially comparable allocation of rights and
obligations in light of changed circumstances. The parties do not intend for
this License Agreement to be effectively nullified or abrogated because of
changed circumstances, but rather intend that the intent and purpose of this
License Agreement be preserved as circumstances change. To such end, the parties
agree that certain provisions regarding the parties' respective rights and
obligations under this License Agreement, while drafted to address current
circumstances, are also intended to reflect general principles to be implemented
by the parties in a pragmatic and meaningful way as such circumstances change.
Notwithstanding the foregoing, the provisions of this Section 16 shall not
apply to those rights and/or obligations that should not be affected by changes
in technology and/or business models.

17.  MISCELLANEOUS

     17.1  NOTICES. Any notice or other communication required or
permitted hereunder shall be in writing in English and shall be deemed to be
properly given upon the earlier of (a) actual receipt by the addressee or (b)
seven (7) calendar days after deposit in the mail, postage prepaid, when mailed
by registered or certified airmail, return receipt requested, or (c) two (2)
business days after being sent via private industry courier to the respective
parties at the addresses first set forth above or to such other person or
address as the parties may from time to time designate in a writing delivered
pursuant to this Section 17.1. Notices to Netscape and TVsoft shall be attention
to: General Counsel and President, respectively.

     17.2  WAIVER AND AMENDMENT. The waiver by either party of a breach of
or a default under any provision of this License Agreement, shall not be
construed as a waiver of any subsequent breach of the


                                      -20-




same or any other provision of this License Agreement, nor shall any delay or
omission on the part of either party to exercise or avail itself of any right or
remedy that it has or may have hereunder operate as a waiver of any right or
remedy. No amendment or modification of any provision of this License Agreement
shall be effective unless in writing and signed by a duly authorized signatory
of Netscape and TVsoft.

     17.3  ASSIGNMENT. This License Agreement and the licenses granted
hereunder are to a specific legal entity or legal person (not including
Subsidiaries or Affiliates except to the extent specifically set forth herein),
and are not assignable by TVsoft or Netscape, nor are the obligations imposed on
TVsoft or Netscape delegable; provided, however, that:

           (a) with respect to TVsoft, after the earlier of (i)
           consummation of an IPO (as defined in Section (b) of the
           Stockholder Agreement) or (ii) the date that is one
           hundred and thirty-five (135) days after a Divestiture
           Event other than an IPO, TVsoft may assign this License
           Agreement to an entity that succeeds to all or
           substantially all of the business or assets of TVsoft;
           provided, further, that in the event of such an
           assignment, (x) Netscape shall have the right to require
           TVsoft to return or destroy, at Netscape's option, all
           copies of the Source Code for Netscape Technology,
           Netscape Tools and Netscape Technology Updates and
           TVsoft shall have the right to return or destroy all
           such copies, and (y) the provisions of Section 12.6
           shall apply. Any attempt by TVsoft to sublicense (except
           as expressly permitted herein), assign or transfer any
           of the rights, duties or obligations under this License
           Agreement in derogation hereof whether by operation of
           law or otherwise shall be null and void; and

           (b) with respect to Netscape, Netscape shall have the
           right to assign this License Agreement to an entity that
           succeeds to all or substantially all of the business or
           assets of Netscape.

     17.4  COMPLIANCE WITH APPLICABLE LAWS. The parties shall at all times
comply with all applicable regulations and orders of their respective countries
and all conventions and treaties to which their countries are a party or
relating to or in any way affecting this License Agreement and the performance
by the parties of this License Agreement. Each party, at its own expense, shall
negotiate and obtain any approval, license or permit required in the performance
of its obligations, and shall declare, record or take such steps to render this
License Agreement binding, including, without limitation, the recording of this
License Agreement with any appropriate governmental authorities (if required).

     17.5  LEGAL COSTS AND EXPENSES. In the event either party retains the
services of an attorney or attorneys to enforce the terms of this License
Agreement or to file or defend any action arising out of this License Agreement,
then the prevailing party in any such action shall be entitled, in addition to
any other rights and remedies available to it at law or in equity, to recover
from the other party its reasonable fees for attorneys and expert witnesses,
plus such court costs and expenses as may be fixed by any court of competent
jurisdiction. The term 'prevailing party' for the purposes of this Section shall
include a


                                      -21-




defendant who has by motion, judgment, verdict or dismissal by the court,
successfully defended against any claim that has been asserted against it.

     17.6  GOVERNING LAW: JURISDICTION. This License Agreement shall be
governed by and construed in accordance with the laws of the State of
California, U.S.A., without reference to its conflicts of law provisions. Any
disputes regarding this License Agreement shall be subject to the exclusive
jurisdiction of the California state courts in and for Santa Clara County,
California (or, if there is exclusive federal jurisdiction, the United States
District Court for the Northern District of California), and the parties agree
to submit to the personal and exclusive jurisdiction and venue of these courts.
This License Agreement will not be governed by the United Nations Convention of
Contracts for the International Sale of Goods, the application of which is
hereby expressly excluded.

     17.7  RELATIONSHIP OF THE PARTIES. No agency, partnership, joint
venture, or employment is created as a result of this License Agreement and
neither party nor its agents have any authority of any kind to bind the other
party in any respect whatsoever.

     17.8  CAPTIONS AND SECTION HEADINGS. The captions and section and
paragraph headings used in this License Agreement are inserted for convenience
only and shall not affect the meaning or interpretation of this License
Agreement.

     17.9  SEVERABILITY. If the application of any provision or provisions
of this License Agreement to any particular facts of circumstances shall be held
to be invalid or unenforceable by any court of competent jurisdiction, then (a)
the validity and enforceability of such provision or provisions as applied to
any other particular facts or circumstances and the validity of other provisions
of this License Agreement shall not in any way be affected or impaired thereby
and (b) such provision or provisions shall be reformed without further action by
the parties hereto to and only to the extent necessary to make such provision or
provisions valid and enforceable when applied to such particular facts and
circumstances.

    17.10  ENTIRE AGREEMENT. This License Agreement, including the
Attachments hereto, constitutes the entire agreement between the parties
concerning the subject matter hereof and supersedes all proposals or prior
agreements whether oral or written, and all communications between the parties
relating to the subject matter of this License Agreement and all past courses of
dealing or industry custom. The terms and conditions of this License Agreement
shall prevail, notwithstanding any variance with any other written instrument
submitted by either party, whether formally rejected or not.


                                      -22-




     IN WITNESS WHEREOF, the parties have caused this License Agreement to be 
executed by duly authorized representatives of the parties effective as of 
the Effective Date.

NETSCAPE COMMUNICATIONS               TVSOFT CORPORATION
CORPORATION

By:  /s/ Jim Sha                     By:
    ----------------------                    -------------------
        Signature                              Signature

Name:    JIM SHA                     Name:
     ---------------------                     ------------------
        Print or Type                          Print or Type

Title: SR. VICE PRESIDENT,           Title:
       NEW VENTURES
      --------------------                 ----------------------

Date:  7/9/96                        Date:
     ---------------------                     ------------------






     IN WITNESS WHEREOF, the parties have caused this License Agreement to be 
executed by duly authorized representatives of the parties effective as of 
the Effective Date.

NETSCAPE COMMUNICATIONS               TVSOFT CORPORATION
CORPORATION

By:                                   By:   /s/ Wei Yen
    -------------------                    --------------------
         Signature                              Signature

Name:                                 Name:  WEI YEN
     ------------------                     -------------------
        Print or Type                           Print or Type

Title:                                Title:  President & CEO
      -----------------                      ------------------

Date:                                 Date:   7/9/96
     ------------------                     -------------------





                                  ATTACHMENT A

                               NETSCAPE TECHNOLOGY

Netscape Technology: Source Code, Object Code and related documentation for:

     (1)   Netscape Navigator, LAN Edition, version 2.0,
     (2)   Netscape Navigator Gold, LAN Edition, version 2.0,
     (3)   Netscape Chat, version 2.0
     (4)   Netscape LiveMedia version 2.0 
     (5)   Netscape Live3D, version 2.0 
     (6)   Netscape Power Pack
     (7)   Netscape Navigator, LAN Edition. version 3.0 (currently in beta)
     (8)   other Netscape client software products (which shall be
           identified by the parties in writing from time to time by amendment
           to this Attachment A)

Netscape Tools: To be identified by the parties from time to time in writing 
by amendment to this Attachment A.

Netscape will use its good faith, reasonable commercial efforts to identify 
other Netscape client software products and tools that it believes may be 
appropriate for addition to this Attachment A and to discuss with TVsoft 
whether such products and tools should be added to this Attachment A.

NETSCAPE COMMUNICATIONS               TVSOFT CORPORATION
CORPORATION

By:  /s/ Jim Sha                      By:
   ----------------------                 ----------------------
         Signature                              Signature

Name:   JIM SHA                       Name:
     --------------------                    -------------------
       Print or Type                            Print or Type

Title: SR. VICE PRESIDENT,            Title:
       NEW VENTURES
      -------------------                    -------------------

Date:                                 Date:
     --------------------                     ------------------





                                  ATTACHMENT A

                               NETSCAPE TECHNOLOGY

Netscape Technology: Source Code, Object Code and related documentation for:

     (1) Netscape Navigator, LAN Edition, version 2.0,
     (2) Netscape Navigator Gold, LAN Edition, version 2.0,
     (3) Netscape Chat, version 2.0
     (4) Netscape LiveMedia version 2.0 
     (5) Netscape Live3D, version 2.0 
     (6) Netscape Power Pack
     (7) Netscape Navigator, LAN Edition. version 3.0 (currently in beta)
     (8) other Netscape client software products (which shall be 
         identified by the parties in writing from time to time by
         amendment to this Attachment A)

Netscape Tools: To be identified by the parties from time to time in writing 
by amendment to this Attachment A.

Netscape will use its good faith, reasonable commercial efforts to identify 
other Netscape client software products and tools that it believes may be 
appropriate for addition to this Attachment A and to discuss with TVsoft 
whether such products and tools should be added to this Attachment A.

NETSCAPE COMMUNICATIONS                TVSOFT CORPORATION
CORPORATION

By:                                   By:  /s/ Wei Yen
   -------------------                    -------------------
        Signature                               Signature

Name:                                 Name:    WEI YEN
     ------------------                     -------------------
        Print or Type                           Print or Type

Title:                                Title: President & CEO
      -----------------                      -----------------

Date:                                 Date:  7/9/96
     -----------------                     -----------------





                                   ATTACHMENT B

                                 THIRD PARTY CODE

(1) RSA
(2) Borland Just In Time Compiler
(3) Java
(4) other Third Party Code licensed in Object Code form only (which
    shall be identified by the parties in writing from time to time by
    amendment to this Attachment B)

Whether the above Third Party Code can be licensed by Netscape to
TVsoft hereunder, and any restrictions, fees or consents under
Section 2.5 will be identified in writing by Amendment to this
Attachment B.

NETSCAPE COMMUNICATIONS               TVSOFT CORPORATION
CORPORATION

By: /s/ Jim Sha                       By:
   -------------------                    ---------------------
        Signature                              Signature

Name:    JIM SHA                      Name:
     ------------------                     -------------------
       Print or Type                            Print or Type

Title: SR. VICE PRESIDENT,            Title:
       NEW VENTURES
      --------------------                  -------------------

Date:    7/9/96                       Date:
     -----------------                     --------------------





                                  ATTACHMENT B

                                THIRD PARTY CODE

(1) RSA
(2) Borland Just In Time Compiler
(3) Java
(4) other Third Party Code licensed in Object Code form only (which
    shall be identified by the parties in writing from time to time by
    amendment to this Attachment B)

Whether the above Third Party Code can be licensed by Netscape to
TVsoft hereunder, and any restrictions, fees or consents under
Section 2.5 will be identified in writing by Amendment to this
Attachment B.

NETSCAPE COMMUNICATIONS               TVSOFT CORPORATION
CORPORATION

By:                                   By:  /s/ Wei Yen
   -------------------                    -------------------
        Signature                              Signature

Name:                                 Name:   WEI YEN
     ------------------                     -------------------
       Print or Type                           Print or Type

Title:                                Title: President & CEO
      -----------------                      -----------------

Date:                                 Date:  7/9/96
     -----------------                     -----------------