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Published: 2008-03-26

Technical Consulting Agreement - Victor Technobrain Co. and Macrovision Japan KK



                         TECHNICAL CONSULTING AGREEMENT


THIS CONSULTING AGREEMENT is dated as of July 1, 1996, by and between VICTOR
TECHNOBRAIN CO., LTD., a Japanese company, located at 804 Futowo-cho, Kohoku-ku,
Yokohama-shi, Kanagawa 222, Japan, Facsimile No.: 045-546-5940 (hereinafter
referred to as Consultant) and MACROVISION JAPAN K.K., a Japanese corporation,
located at 2-5-3-301, Asagaya-Minami, Suginami-Ku, Tokyo 166, Japan, Facsimile
No.: 03-5378-7213 (hereinafter referred to as the 'Company').

WHEREAS, the Company wishes to retain the services of the Consultant to perform
certain technical consultation services for the company subject to the terms and
conditions of this Agreement;

AND THEREFORE, in consideration of the mutual agreement herein contained, the
Company and Consultant hereby agree as follows:

1)        The Company agrees to retain services of the consultant, and the
          Consultant agrees to act as a Consultant to the Company, on the terms
          and conditions contained in this Agreement.  During the term of this
          Agreement, the Consultant shall perform such consulting services as
          may be assigned from time to time by the President of Macrovision
          Corporation and/or the Vice President, AntiCopy Process ('ACP') Sales
          and Marketing of Macrovision Corporation and/or the Worldwide
          Technical Support Director, ACP of Macrovision Corporation, and/or the
          Managing Director of the company.  Such services shall include coping
          with technical problems arising from licensed duplicators, right
          owners and system operators, (satellite, cable, telephone line
          operators), set-top box suppliers to system operators, and
          semiconductor suppliers to such set-top box suppliers, either of the
          Company or of Macrovision Corporation's master licensee in countries
          listed in Appendix 1.

2)        The Company agrees to retain the services of the Consultant pursuant
          to the terms of this Agreement for a period of one year from the date
          of this Agreement (the 'Consulting Period').  This Agreement will be
          extended automatically for successive one year terms unless either
          party provides written notice to the other no later than ninety (90)
          days prior to the end of the initial or any succeeding one year term.

3)        In rendering consulting services pursuant to this Agreement, the
          Consultant will be required to devote its reasonable efforts to the
          performance of its duties and responsibilities under this Agreement.
          The Company agrees to devote its reasonable efforts to support the
          activities of the Consultant in any reasonably possible technical,
          administrative and commercial way and to provide the Consultant with
          documentation, statements, credentials and equipment which shall allow
          the Consultant to perform duties and responsibilities in the capacity
          of a Technical Consultant for the purpose of this Agreement.  Within
          thirty (30) days from the date of this Agreement, the Consultant
          agrees to send its employees to an initial training session with
          Macrovision Corporation's technical staff for three to five days, and
          in that session the Company agrees to provide basic technical
          education necessary for duties and responsibilities of the consultant
          to the Consultant with its reasonable efforts.  In the event that the
          employee that attends the initial training session leaves the
          employment of Consultant, then consultant agrees to transfer all the
          basic technical knowledge to the successor employee in advance to such
          an employee's departure.

4)        Consultant's relationship with the Company is that of an independent
          contractor and nothing in this Agreement should be construed to create
          a partnership, joint venture, or







          employer-employee relationship.  Consultant is not an agent of the
          company and is not authorized to make any representation, contract, or
          commitment on behalf of the Company unless specially requested or
          authorized to do so in writing by the Company.

5)        For the consulting services to be rendered under this Agreement the
          Company agrees to pay to the Consultant as compensation for its
          services, and the Consultant agrees to accept as full compensation the
          following:

          a)   The sum of Y400,000 initial training session fee within thirty
               (30) days from the commencement of the Consulting Period.

          b)   The sum of Y200,000 minimum fee per quarter, payable quarterly,
               in advance from the commencement of the Consulting Period.

          c)   Following hourly, daily and weekly charges which would be
               multiplied by the number of hours, days and weeks that Consultant
               devoted on specific technical problem basis to the performance of
               the duties and responsibilities under this Agreement.

                         Y10,000/hour
                         Y80,000/day (= consecutive eight hours)
                         Y150,000/consecutive two days
                         Y210,000/consecutive three days
                         Y270,000/consecutive four days
                         Y320,000/week (= consecutive five days)

          d)   Reimbursement on a monthly basis of necessary business expenses
               against presentation of adequate receipts or evidence of payment.
               A monthly expenditure for business expenses in excess of Y100,000
               per month shall not to be reimbursed by the Company to the
               Consultant, unless prior written approval has been obtained from
               the Company.

          e)   Consultant agrees that it will not perform any services which
               result in any hourly, daily, or weekly charges to the Company
               without the prior written consent from the Company in advance of
               performing each such service.

          f)   Consultant agrees that it will not perform any services which
               result in any travels to countries listed in Appendix 1 except to
               Japan without the prior written consent from the Company in
               advance of performing each such service.  Both parties agree that
               such prior written consent will be given by the Company to
               Consultant only after Consultant devotes its reasonable effort to
               the performance of its duties and responsibilities by making
               maximum use of telephone/facsimile communication, sample video
               cassette tapes and sample video cassette recorders.

6)        The Consultant agrees to promptly communicate and disclose to the
          Company all information obtained by it in the course of its consulting
          services relating to the business of the Company and its parent,
          subsidiaries or affiliates.  The Consultant shall prepare and submit
          to the Company written reports as required with respect to the
          activities undertaken by it in connection with specific solution
          processes to each individual technical problem arising from licensed
          duplicators, right owners, system operators, set-top box suppliers to
          such system operators, and semiconductor suppliers to such set-top box
          suppliers of the Company or of Macrovision Corporation or of
          Macrovision Corporation's master licensees in countries listed in
          Appendix 1.  The


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          Company agrees to promptly communicate and disclose to the Consultant
          all information related to the business activities and interests of
          the Company which may assist the Consultant in performing its duties
          and provide prompt replies on matters either of technical or
          commercial nature, which at the discretion and initiative of the
          Consultant may be needed to perform its duties and responsibilities.

7)        a)   Consultant shall not disclose any confidential information
               communicated by the Company to Consultant or confidential
               information related to the Company's intellectual property
               communicated to Consultant to customers of the Company or other
               third party with whom Consultant interacts while performing
               services pursuant to this Agreement, such as product technology,
               design, marketing strategies and related information to any third
               party.  Consultant shall hold all such confidential information
               within its own organization and shall not, without specific prior
               written consent of the Company, disclose such information.  Such
               information shall not include what is deemed as general or common
               knowledge already known.  The information deemed confidential
               shall be specifically designated as such by the Company in
               writing.  Consultant's agreement to not disclose any confidential
               information extends for three years after termination of this
               Agreement.

          b)   All right, title and interest in and to all inventions, work
               product, drawings, methods, or other intellectual property
               developed by Consultant while providing services under this
               Agreement shall vest exclusively in the Company and Consultant
               shall have no rights in such inventions, work product, drawings,
               methods, or other intellectual property unless specifically
               granted in writing by a separate agreement executed by the
               Company.

8)        This Agreement may be terminated by the Company for cause prior to the
          end of the Consulting Period by written notice.  For purpose of this
          Agreement, 'cause' shall mean any material action or inaction by
          Consultant which affects negatively the ability to perform the
          services contemplated by this Agreement, including but not limited to
          any of the following; gross incompetence or misconduct;
          misrepresentation of the Company or its products; misrepresentation of
          equipment or funds of the Company; insolvency; or liquidation.

9)        If either party fails to perform any provision of this Agreement or in
          the case of the Company, it becomes insolvent and a proceeding under
          bankruptcy law is commenced and not discharged within 60 (sixty) days,
          then that party shall be considered in default of this Agreement upon
          a written notice from the other party.

          Upon receipt of a written notice of default, the defaulting party
          shall, at its own expense, undertake immediate steps to remedy such
          default.  Should the defaulting party fail to remedy such default
          within 30 (thirty) business days, after receipt of such written notice
          of default, the non-defaulting party may, in writing, without
          prejudice to any other rights under this Agreement and/or applicable
          laws, terminate this Agreement.  If a default is remedied and any
          subsequent default of the same or similar nature committed by the same
          previously defaulting party occurs within one year following the first
          default, the other party may terminate this Agreement upon 10 (ten)
          days written notice without the right of the defaulting party to
          remedy such default.

10)       This Agreement may be terminated by the Company, at its sole option,
          upon ninety (90) days written notice if the Company has a material
          change in strategy for the



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          marketing of ACP in the Asian market or, in the Company's opinion, the
          cost of continuing the Agreement outweigh the business gains
          achievable in Asia or the Company experiences financial difficulties
          causing it to substantially curtail its expenses.

11)       This Agreement may be terminated by Consultant for any reason at the
          end of the Consulting Period or at the end of any subsequent one-year
          extension of the Consulting Period.

12)       Consultant's agrees to comply with all applicable laws of Japan.  In
          addition:

          a)   Consultant agrees not to offer, pay, promise to pay, or authorize
               the payment of any money, or offer, give, promise to give, or
               authorize the giving of anything of value, to any employee of a
               customer, or potential customer or government employee for the
               purpose of improperly influencing a business decision to its
               benefit.

          b)   Without limiting any other rights or remedies of the Company,
               Consultant agrees to indemnify and hold the Company, its officers
               and directors harmless from and against any and all claims,
               losses, liabilities, judgments, settlements, expenses and costs,
               including attorneys' fees, to which the Company may be put or
               subjected by reason of Consultant's breach of paragraph 12a.

In the event Consultant performs unlawful acts in connection with this
Agreement, the Company shall be under no obligations to pay Consultant for such
services connected with unlawful acts.

13)       In performing its consultancy services hereunder, the Consultant
          understands that it shall not execute any documents or assume
          commitments on behalf of the Company without prior written consent of
          the Company.

14)       Consultant agrees during the term of this Agreement not to accept work
          or enter into a contract inconsistent with Consultant's obligations to
          refrain from competitive activity, conflict of interest, transfer of
          confidential or proprietary information or other obligations under
          this Agreement.

15)       Consultant agrees to indemnify the Company from any and all loss or
          liability incurred by reason of the alleged breach by Consultant of
          any confidentiality or services agreement with anyone other than the
          Company.  Consultant shall hold the Company harmless from damages or
          obligations incurred by reason of conduct of Consultant while
          performing services hereunder or otherwise.

16)       Consultant agrees that prior to the public release of any material
          prepared as a result of or in conjunction with material prepared under
          this Agreement, Consultant shall provide the Company with the material
          and a description of the publications for the Company's approval.
          Such material shall not be published or leased without prior written
          approval of the Company.

17)       Consultant agrees to deliver promptly all the Company's property and
          all copies of the Company's property in Consultant's possession to the
          Company at any time upon the Company's request.  Upon termination of
          this Agreement for any reason or in any manner, Consultant agrees to
          deliver promptly to the Company all such documents,



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          together with any other of the Company's property then in Consultant's
          possession, except as the Company may, by prior written approval,
          allow Consultant to retain.

18)       All notices hereunder shall be given in writing by hand delivery or by
          registered or certified mail, addressed to the party to receive the
          same at its respective address set forth below, or at such address as
          may from time to time be designated by either party to the other.

          To the Consultant:

          Nobuhisa WATANABE
          Director
          VICTOR TECHNOBRAIN CO., LTD.
          804 Futowo-cho
          Kohoku-ku
          Yokohama-shi
          Kanagawa 222, Japan
          Phone #045-546-4781
          Fax #045-546-5940

          To the Company:

          Managing Director
          Macrovision Japan K.K.
          2-5-3-301, Asagaya-Minami, Suginami-ku
          Tokyo 166
          Phone #03-5378-7212
          Fax #03-5378-7213

19)       No failure by either party hereto to exercise, and to delay in
          exercising, any rights hereunder shall operate as a waiver thereof,
          nor shall any single or partial exercise of any right hereunder by
          either party preclude any other or future exercise of that right or
          any other right hereunder by that party.

20)       In case any one or more of the provisions of this Agreement should be
          invalid, illegal or unenforceable in any respect, the validity,
          legality and enforceability of the remaining provisions contained
          herein shall not in any way be affected or impaired thereby.

21)       This Agreement is not assignable in whole or in party by Consultant
          without the written consent of the Company.

22)       This Agreement shall be construed under and governed by the law of
          Japan.  Any controversy, or claim arising out of, or relating to this
          Agreement, or breach thereof, shall be settled under the jurisdiction
          of the Tokyo District Court.

23)       This Agreement shall constitute the complete and exclusive agreement
          between the parties respecting this subject matter.  This Agreement
          may not be amended terminated or superseded except by an agreement in
          writing between  the parties.  This Agreement supersedes all previous
          agreements between Consultant and the Company whether oral or in
          writing.



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as the day and year first above written.



VICTOR TECHNOBRAIN CO., LTD.                 MACROVISION JAPAN K.K.


/s/ Akira Hirota                             /s/ Masao Komei
------------------------------               ---------------------------
Signature                                    Signature

President                                    Managing Director
------------------------------               ---------------------------
Title                                        Title

January 28, 1997                             February 3, 1997
------------------------------               ----------------------------
Date                                         Date






                            APPENDIX 1

                              Japan
                              South Korea
                              PRC
                              Taiwan
                              Hong Kong
                              Philippines
                              Thailand
                              Malaysia
                              Indonesia
                              Singapore