Business Sale Agreement - Productivity Through Software PLC, C-Dilla Ltd., John Rowlinson and Macrovision Corp.


                                                                      LINKLATERS
                                                                      & ALLIANCE

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

[** Confidential treatment has been requested for certain provisions of this
document, which information has been separately filed with the Commission and
the appropriate Section marked with a [*] ]

                              Dated 4 October 2000

                        PRODUCTIVITY THROUGH SOFTWARE PLC

                                       and

                                 C-DILLA LIMITED

                                       and

                                MR JOHN ROWLINSON

                                       and

                             MACROVISION CORPORATION

                             BUSINESS SALE AGREEMENT

                        relating to the Sale and Purchase
                       of part of the Software Business of
                        PRODUCTIVITY THROUGH SOFTWARE PLC

                                                  LINKLATERS
                                                  One Silk Street
                                                  London EC2Y 8HQ

                                                  Telephone:  (44-020) 7456 2000
                                                  Facsimile:  (44-020) 7456 2222

                                                  Ref: JAYG


Table of Contents

Clause                                                                  Page

1       Interpretation.....................................................1

2       Agreement to sell the Business....................................10

3       Consideration.....................................................12

4       Completion........................................................15

5       Post Completion Obligations.......................................16

6       Warranties........................................................19

7       Contracts and Third Party Consents................................20

8       The Relevant Employees............................................22

9       Restrictions on the Vendors.......................................24

10      Restrictions on the Purchaser.....................................26

11      Post-Completion Obligations.......................................27

12      Guarantees........................................................29

13      Other Provisions..................................................30

Schedule 1 Part 1 Intellectual Property...................................38

Schedule 2 Allocation of Consideration....................................39

Schedule 3 Completion Obligations.........................................40

Schedule 4 Warranties given by the Vendor under clause 6..................42

Schedule 5 Limitations on Liability Under Clause 6.3......................50

Schedule 6 Warranties given by Macrovision under clause 6.................51

Schedule 7 Specifications.................................................52

Schedule 8 Asset List.....................................................53

Schedule 9 Customer Contracts.............................................55

Schedule 10 Web Hosting Agreement.........................................81

Schedule 11 Database Agreement............................................82



Schedule 12 Consultant Services Agreement.................................83

Schedule 13 Employees.....................................................84

Schedule 14 Licence to Occupy the Premises................................85

Schedule 15 Contracts with a Value of 30,000 or greater...................86

Schedule 16 Contingent Consideration......................................87

Schedule 17 Gross Bookings................................................89

Schedule 18 Motor Vehicles Lease..........................................90

Schedule 19 Draft Press Release...........................................91

Schedule 20 Bonus Payments................................................93



Agreement for Sale of Business

This Agreement is made on 4th October 2000.

Between:

(1)   Productivity Through Software PLC (Registered No. 2536709) whose
      registered office is at Manor Park Avenue, Manor Park, Runcorn, Cheshire,
      WA7 1TL, United Kingdom (the "Vendor");

(2)   C-Dilla Limited (Registered No.2863202 ) whose registered office is at
      Woodley House, Crockhamwell Road, Woodley, Berkshire, RG5 3JP, United
      Kingdom (the "Purchaser"); and

(3)   Mr John Rowlinson of The Kennels, Park Lane, Higher Walton, Warrington,
      WA4 5LH, United Kingdom ("Mr Rowlinson"); and

(4)   Macrovision Corporation whose registered address is at 1341 Orleans Drive,
      Sunnyvale, California, 94089, USA ("Macrovision").

Whereas:

The Vendor wishes to sell the Business (as defined below), and the Purchaser
wishes to purchase the Business, on and subject to the terms of this Agreement.

It is agreed as follows:

1     Interpretation

      In the interpretation of this Agreement, unless the context otherwise
      requires, the provisions in this Clause 1 apply:

1.1   Definitions

      "agreed terms" means, in relation to any document, such document in the
      terms agreed between the parties and signed for identification by or on
      behalf of the Purchaser and the Vendor with such alterations as may be
      agreed in writing between the parties from time to time for any reason;

      "Assets" means the property, rights and assets agreed to be sold pursuant
      to Clause 2.1 of this Agreement;

      "Assumed Liabilities" means the Liabilities of the Vendor to be assumed by
      the Purchaser under Clause 2.2 of this Agreement and "Assumed Liability"
      means any one of them;

      "Audited Accounts" means the audited accounts relating to the Vendor for
      the financial periods ending on 30 September in each of the years 1998
      and1999;

      "Balance Sheet Date" means 30 June 2000;

      "Business" means the business of sublicensing, distribution, and
      maintenance of the Software pursuant to the Sublicensor Agreement and
      products and services relating to the Software, carried on by the Vendor
      in the Territory from the Premises under the name "Productivity through
      Software PLC", including the Assets and the Assumed Liabilities subsisting
      at Completion;

      "Business Day" means a day on which banks are open for business in London
      (excluding Saturdays, Sundays and public holidays);


                                       1


      "CHAPS" means clearing houses automated payment systems;

      "Claims" means all rights and claims of the Vendor to the extent that they
      arise at any time (whether before or after Completion) out of or in
      connection with the Business (whether arising under any warranties,
      conditions, guarantees, indemnities, insurance policies, contracts,
      agreements (in each case whether express or implied) or otherwise
      howsoever) in so far as they relate to any of the Assets or any Assumed
      Liability;

      "Completion" means the completion of the sale and purchase of the Business
      pursuant to sub-clauses 4.1 to 4.3;

      "Consultant Services Agreement" means the agreement to be executed at
      Completion by the Vendor and the Purchaser in the form set out in Schedule
      12;

      "Contracts" means the Customer Contracts and the Licence Agreements;

      "Customer Contracts" means the customer contracts executed by the Vendor
      in relation to the Software and associated services, whether expired or
      terminated, which are listed in Schedule 9;

      "Database" shall have the meaning given to that term in the Database
      Agreement;

      "Database Agreement" means the agreement to be executed at Completion by
      the Vendor and the Purchaser in relation to the Database and the licence
      from the Vendor to the Purchaser of the database management program in the
      form set out in Schedule 11;

      "Deferred Revenue" means, in relation to orders that have been invoiced by
      the Vendor but which, but for this Agreement, would have resulted in a
      contractual obligation on the Vendor to provide services or maintenance
      beyond the date of Completion, the aggregate of the amounts calculated in
      relation to each such order using the following formula:

            (A / B) x C

       where:

      A = the number of days between the date of Completion and the date of
      expiration of the contractual obligation arising in connection with the
      order;

      B = the total period (in days) of the contractual obligation arising in
      connection with the order; and

      C = the value of the invoice, exclusive of VAT;

      "Disclosure Letter" means the letter of even date with this Agreement,
      from the Vendor to the Purchaser, disclosing:

            (i)   information constituting exceptions to the Warranties; and

            (ii)  details of other matters referred to in this Agreement;

      "Employment Contracts" means the employment contracts between the Vendor
      and the employees listed in Schedule 13;

      "Encumbrance" means any claim, charge, mortgage, security, lien, option,
      equity, power of sale, hypothecation or other third party rights,
      retention of title, right of pre-emption, right of first refusal or
      security interest of any kind;

      "Excluded Assets" means:


                                       2


            (i)   "Plns": the Vendor's Intranet Server responsible for the
                  delivery of all internal information that is of a proprietary
                  nature to the Vendor including but not limited to telephone
                  directory, call statistics, policies and procedures, sales
                  statistics, pricing and social information;

            (ii)  "Call Statistics": the call logging system that takes data
                  from the Vendor's telephone exchange and displays information
                  and statistics based on this information on PlnS;

            (iii) "ptsplc": the predecessor to the current sales database
                  Software (as that term is defined in the Database Agreement)
                  covered under the Database Agreement, written as a UNIX based
                  system and displaying all information on dumb terminal or
                  terminals emulation software. This sub-clause shall not in any
                  way limit or reduce the Purchasers rights as described in the
                  Database Agreement;

            (iv)  "WordPerfect System": the UNIX based WordPerfect word
                  processing package and documents used in conjunction with
                  ptsplc prior to the introduction of the current sales database
                  and MSWord as company standards;

            (v)   "FilemakerPro database": the Vendor's internal database system
                  including but not limited to salaries, pricing and price list
                  management and miscellaneous databases of secondary importance
                  to the running of the Vendor; and

            (vi)  The tradenames "PtS" and "Productivity through Software"
                  including the unique visual attributes of the Vendor's
                  corporate look and feel and all Intellectual Property which
                  subsists in them;

      "Expert" means an independent firm of chartered accountants:

            (i)   agreed by the parties within two Business Days of the receipt
                  by a party of a Dispute Notice (as defined in Clause 5.2.7), a
                  New Bookings Dispute Notice (as defined in Clause 5.3.5) or a
                  T&C Dispute Notice (as defined in Clause 5.4.7); or

            (ii)  in default of agreement by the parties within two Business
                  Days of receipt by a party of one of the notices referred to
                  above, the London office of an independent firm of chartered
                  accountants nominated by the President for the time being of
                  the Institute of Chartered Accountants in England and Wales on
                  the application of either of the Vendor or Purchaser;

      "Globetrotter" means Globetrotter Software, Inc whose registered address
      is 1530 Meridian Avenue, San Jose, California, USA;

      "Goodwill" means the goodwill of the Vendor in connection with the
      Business;

      "GPP" means the Group Personal Pension arrangement known as the "PTS Group
      Personal Pension Scheme Number 67213" provided by Scottish Equitable with
      commencement date November 1998;

      "Gross Bookings" means the information set out in Schedule 17 (which
      schedule shall be deemed to incorporate the information required to be
      provided by the Vendor pursuant to Clause 5.2.1), being the value at
      Completion of the written orders for Software and maintenance received by
      the Vendor, exclusive of Value Added Tax, which have not been paid at
      Completion and excludes:

            (i)   any customer orders which the Vendor has induced any customer
                  to place prior to Completion other than in the ordinary course
                  of business consistent with the Vendor's past practices; and

            (ii)  orders for FLEXLM dongles;


                                       3


      [** Confidential treatment has been requested for certain provisions of
      this document]

      "Information Technology" means computer systems, communication systems,
      software and hardware;

      "Intellectual Property" means trade marks, service marks, trade names,
      logos, get-up, patents, inventions, registered and unregistered design
      rights, copyrights, semi-conductor topography rights, domain names,
      database and all other similar proprietary rights which may subsist in any
      part of the world (including Know-how) including, where such rights are
      obtained or enhanced by registration, any registration of such rights and
      applications and rights to apply for such registrations;

      "Key Employees" means each of [*] and [*];

      "Know-how" means the following: confidential industrial and commercial
      information in any form (including paper, electronically stored data,
      magnetic media, film and microfilm) including but not limited to sales
      letters, sales proposals, sales presentations, technical presentations,
      project reports, instruction and training manuals, tables of operating
      conditions, sales and market forecasts, lists and particulars of prospects
      and customers and all similar and related items

      "Letter Agreement" means the Letter Agreement between Macrovision
      Corporation, the Vendor, Mr Rowlinson and Sheila Rowlinson dated 15 June
      2000;

      "Liabilities" means all liabilities, duties and obligations of every
      description, whether deriving from contract, common law, statute or
      otherwise, whether present or future, actual or contingent, ascertained or
      unascertained or disputed and whether owed or incurred severally or
      jointly and as principal or surety and "Liability" means any one of them;

      "Licence Agreements" means the licence agreements relating to the
      provision of software to the Vendor brief details of which are set out in
      Part 1.2 of Schedule 1;

      "Losses" means all losses (other than indirect losses), liabilities, costs
      (including without limitation legal costs), charges, expenses, actions,
      proceedings, claims and demands;

      "Motor Vehicles" means the motor vehicles listed in the Motor Vehicles
      Lease;

      "Motor Vehicles Lease" means the lease to be executed at Completion by
      SuperStore Limited (which shall have been procured by the Vendor) and the
      Purchaser in relation to the Motor Vehicles in the form set out in
      Schedule 18;

      "New Bookings" means the value of orders for Software and for the
      maintenance training and consulting of, or in relation to, Software
      received from customers located in the Territory by any entity which is
      part of the Purchaser's Group (regardless of which entity receives the
      orders):

            (i)   which are evidenced by a formal, written customer purchase
                  order;

            (ii)  for which an invoice has been delivered to the customer by the
                  Purchaser; and

            (iii) which includes the amount that would have been payable to
                  Globetrotter in accordance with the Sublicensor Agreement had
                  it remained in force;


                                       4


      "Office Equipment" means the loose items of office equipment, furniture
      and furnishings used in connection with the Business at Completion which
      are listed in Schedule 8;

      "Order" means the Value Added Tax (Special Provisions) Order 1995;

      "Payment Account Details" means, in relation to any payment to be made
      under or pursuant to this Agreement, the name, account number, sort code,
      account location and other details specified by the payee and necessary to
      effect payment (whether by cheque, banker's draft, telegraphic or other
      electronic means of transfer) to the payee;

      "Post Completion Conditions" means:

            (i)   the delivery at Completion to the Purchaser of all customer
                  and prospect lists and databases held by or under the control
                  of the Vendor in relation to the Business; and

            (ii)  the implementation at Completion (in a form reasonably
                  satisfactory to the Purchaser) of standalone data processing
                  systems to provide the specifications set out in Schedule 7.

      "Premises" means those parts of the ground and first floor of Manor Park
      Avenue, Manor Park, Runcorn, Cheshire, WA7 1TL, United Kingdom which are
      more particularly described in the Premises Licence;

      "Premises Licence" means the licence allowing the Purchaser to occupy the
      premises in the form set out in Schedule 14;

      "Purchaser's Group" means the Purchaser and any subsidiary undertaking of
      the Purchaser and any holding company or fellow subsidiary undertaking of
      the Purchaser;

      "Purchaser's Solicitors" means Linklaters of One Silk Street, London EC2Y
      8HQ;

      "Related Agreements" means the Consultant Services Agreement, the Database
      Agreement and the Web-Hosting Agreement;

      "Relevant Employees" means those employees of the Vendor who are
      immediately prior to Completion employed in the Business (other than any
      specifically excluded by agreement with the Purchaser) and whose names are
      set out in Schedule 13;

      "Reporting Accountants" means such firm as the Vendor and Purchaser agree,
      or if they are unable to agree within 7 days or if that firm is unable or
      unwilling to act in any matter referred to them under this Agreement, a
      firm of Chartered Accountants independent of the Vendor and of the
      Purchaser to be agreed by the Vendor and the Purchaser within seven days
      of a notice by one to the other requiring such agreement or failing such
      agreement to be nominated on the application of either of them by or on
      behalf of the President for the time being of the Institute of Chartered
      Accountants of England and Wales;

      "Residual Business" has the meaning given to it in Clause 10.4;

      "Software" means the Globetrotter software systems, namely FlexLM,
      FlexBill, GT Licensing, GT Licensing-Web, FlexLock, FlexAdmin, FlexWrap,
      Globetrack, SAMWrap and SAMSuite and includes upgrades and successors to
      these software systems;

      "Sublicensor Agreement" means the Globetrotter Software, Inc. Authorised
      International Sublicensor Agreement between the Vendor and Globetrotter
      dated 1 January 1996 as amended and renewed in March 2000 for a 2 year
      term beginning 1 January 2000 and ending 31 December 2001;


                                       5


      "Taxation" or "Tax" means all forms of taxation whether direct or indirect
      and whether levied by reference to income, profits, gains, net wealth,
      asset values, turnover, added value or other reference and statutory,
      governmental, state, provincial, local governmental or municipal
      impositions, duties, contributions, rates and levies (including without
      limitation social security contributions and any other payroll taxes),
      whenever and wherever imposed (whether imposed by way of a withholding or
      deduction for or on account of tax or otherwise) and in respect of any
      person and all penalties, charges, costs and interest relating thereto;

      "Territory" means Austria, Belgium, Denmark, Finland, France, Germany,
      Greece, Holland, Ireland, Italy, Luxembourg, the Netherlands, Norway,
      Portugal, Spain, Sweden, Switzerland and the United Kingdom;

      "Third Party Consents" means all consents, licences, approvals,
      authorisations or waivers (other than those pertaining to the Customer
      Contracts for the Software) required from third parties for the
      conveyance, transfer, assignment or novation in favour of the Purchaser of
      any of the Assets or Assumed Liabilities in terms acceptable to the
      Purchaser; and "Third Party Consent" means any one of them;

      "Training and Consulting Bookings" means the value at Completion of
      written orders for training and consulting in relation to the Software,
      exclusive of Value Added Tax, which are unperformed as at Completion. For
      the avoidance of doubt, Training and Consulting Bookings do not include
      any customer orders for items licensed under the Sublicensor Agreement;

      "Transfer Regulations" means the Transfer of Undertakings (Protection of
      Employment) Regulations 1981;

      "VAT" means United Kingdom Value Added Tax; and "VATA 1994" means the
      Value Added Tax Act 1994;

      "VAT Records" has the meaning given in Clause 3.5.1;

      "Vendor's Group" means the Vendor and any subsidiary undertaking of the
      Vendor and any holding company or fellow subsidiary undertaking of the
      Vendor;

      "Vendor's Intellectual Property" means the Intellectual Property owned by
      the Vendor and all other intellectual property which at or in the six
      months prior to Completion is or was used or enjoyed in a commercially
      significant way in connection with the Business excluding any Intellectual
      Property in the Excluded Assets. For the avoidance of doubt, Vendor's
      Intellectual Property shall include all documentation created by the
      Vendor related to the Software to the extent that such documentation
      exists. To the extent that any of the Vendor's Intellectual Property is
      used or enjoyed in a commercially significant way in both the Business and
      the Residual Business, this Clause shall not in any way limit the Vendor's
      right to continue using the Intellectual Property in the Residual Business
      or future business subject to the provisions of Clause 9 of this
      Agreement;

      "Vendor's Know-how" means all rights and interest owned by the Vendor in
      Know-how which at or in the six months prior to Completion is or was
      commercially significant to the Business;

      "Vendor's Solicitors" means Maclay Murray & Spens, Solicitors of 151 St.
      Vincent Street, Glasgow, G2 5NJ;

      "Warranties" means the warranties and representations contained in
      Schedule 4; and "Warranty" means any one of them;


                                       6


      "Web Hosting Agreement" means the agreement to be executed at Completion
      by the Vendor and Purchaser, in the form set out in Schedule 10, which
      sets out the terms upon which the Vendor agrees to (i) make available to
      the Purchaser space on the PTS site (as defined in the Web Hosting
      Agreement) and (ii) to allow the Purchaser to use the Vendor's web-based
      software.

1.2   Subordinate Legislation

      Any reference to a statutory provision shall include any subordinate
      legislation made from time to time under that provision.

1.3   Modification etc. of Statutes

      Any reference to a statute or statutory provision shall include such
      statute or provision as from time to time modified, re-enacted or
      consolidated whether before or after the date of this Agreement so far as
      such modification, re-enactment or consolidation applies or is capable of
      applying to any transactions entered into under this Agreement prior to
      Completion and (so far as liability thereunder may exist or can arise)
      shall include also any past statute or statutory provision (as from time
      to time modified, re-enacted or consolidated) which such provision has
      directly or indirectly replaced, provided that such modification,
      re-enactment or consolidation does not result in any liability of any
      party hereunder being more onerous.

1.4   Connected Persons

      A person shall be deemed to be connected with another if that person is
      connected with such other within the meaning of Section 839 of the Income
      and Corporation Taxes Act 1988.

1.5   Accounts

      Any reference to "accounts" shall include, where relevant, the directors'
      and auditors' reports, relevant balance sheets and profit and loss
      accounts and related notes together with all documents which are or would
      be required by law to be annexed to the accounts of the company concerned
      to be laid before that company in general meeting in respect of the
      accounting reference period in question.

1.6   Companies Act 1985

      The words "subsidiary" and "holding company" and "subsidiary undertaking"
      shall have the same meanings in this Agreement as their respective
      definitions in the Companies Act 1985.

1.7   Interpretation Act 1978

      The Interpretation Act 1978 shall apply to this Agreement in the same way
      as it applies to an enactment.

1.8   Interpretation

      For the avoidance of doubt, references to "property" do not refer to real
      property.

1.9   References

      References to this Agreement shall include any Recitals and Schedules to
      it and references to Clauses and Schedules are to Clauses of and Schedules
      to this Agreement. References to paragraphs are to paragraphs of the
      Schedules.


                                       7


1.10  Information

      Any reference to books, records or other information means books, records
      or other information in any form including paper, electronically stored
      data, magnetic media, film and microfilm.

1.11  Headings

      Headings shall be ignored in construing this Agreement.

2     Agreement to sell the Business

2.1   Sale and purchase of Business

      2.1.1 On Completion, the Vendor agrees to sell with full title guarantee
            (subject to Clause 2.1.4) and the Purchaser, relying on the several
            representations, warranties and undertakings contained in this
            Agreement, agrees to purchase free from all Encumbrances as at
            Completion the whole of the Business as a going concern.

      2.1.2 Without prejudice to the generality of Clause 2.1.1 and subject to
            Clause 2.1.3 and Clause 2.1.5, there shall be included in the sale
            under this Agreement the following:

            (i)   the benefit, subject to the burden, of each of the Contracts;

            (ii)  the Goodwill;

            (iii) the Office Equipment owned by the Vendor as set out in the
                  Asset List;

            (iv)  the Vendor's Intellectual Property;

            (v)   the benefit (so far as the same can lawfully be assigned or
                  transferred to or held in trust for the Purchaser) of the
                  Claims;

            (vi)  the Deferred Revenue; and

            (vii) the Training and Consulting Bookings.

      2.1.3 There shall be excluded from the sale under this Agreement the
            following:

            (i)   all assets of the Vendor other than the Assets;

            (ii)  the Excluded Assets; and

            (iii) any Liabilities that are not Assumed Liabilities.

      2.1.4 Without prejudice to any other provision of this Agreement or the
            Database Agreement, both the Vendor's Intellectual Property and the
            benefit of each of the Contracts shall be sold or transferred
            without the benefit of the covenants of title implied by use of the
            words "full title guarantee" in Clause 2.1.1.

      2.1.5 For the avoidance of doubt, in relation to the Vendor's Intellectual
            Property in the Database, it is agreed that this Agreement shall not
            operate to transfer any such Intellectual Property but rather that
            the provisions of Clause 2.2.1 of the Database Agreement shall be
            the operative provisions in terms of which the Vendor shall assign
            to the Purchaser and the Vendor as tenants in common, equal shares
            of all the Vendor's rights and interest in the Database.


                                       8


      [** Confidential treatment has been requested for certain provisions of
      this document]

2.2   Assumption of Liabilities

      2.2.1 The Purchaser shall assume, duly and punctually pay, satisfy,
            discharge, perform or fulfil all Liabilities in relation to:

            (vi)  Customer Contracts to the extent that they were incurred by
                  the Vendor in the ordinary course of carrying on the Business;

            (vii) Employment Contracts subject to Clause 8; and

            (viii) all Liabilities which relate to or arise out of any act or
                  omission by the Purchaser on or after Completion in respect of
                  the Licence Agreements.

      2.2.2 Clause 2.2.1 shall not apply to:

            (ix)  any Liability expressly reserved to the Vendor under any
                  provision of this Agreement;

            (x)   any Liability that arises as a result or by reason of gross
                  negligence, wilful default or fraud on the part of the Vendor;

            (xi)  any Liability in respect of an insured risk to the extent that
                  payment to the Vendor is made pursuant to insurance cover; and

            (xii) any Liability arising out of any past or future breach by the
                  Vendor of any data protection legislation in the United
                  Kingdom or elsewhere.

      2.2.3 As a result of the assumption of the Assumed Liabilities by the
            Purchaser, the Purchaser shall have assigned to it by the Vendor,
            and be entitled to the benefit of, all rights, powers, remedies,
            claims, defences, obligations, conditions and incidents (including,
            without limitation, rights of set-off and counterclaim and rights
            under contracts with third parties) as the Vendor enjoyed.

2.3   Indemnities

      2.3.1 The Purchaser shall indemnify and agrees to keep indemnified the
            Vendor against all Assumed Liabilities and any Liability incurred by
            the Purchaser in the course of carrying on the Business after
            Completion (including, for the avoidance of doubt, any Liability of
            the Purchaser which is deemed to be, or becomes, a Liability of the
            Vendor by virtue of applicable law), provided that the Purchaser
            shall not be liable under this Clause 2.3.1:

            (i)   to the extent that the Liability in question has been
                  increased or caused by the Vendor's non-compliance with its
                  obligations under this Agreement; or

            (ii)  unless the Vendor has notified the Purchaser of the Loss it
                  has incurred in relation to the Assumed Liabilities or
                  Liability within the period of 3 years from Completion
                  (provided that this limitation will only apply in relation to
                  the Assumed Liabilities referred to in Clause 2.2.1(i).

      2.3.2 The Vendor shall, for a period of [*] from Completion, indemnify and
            agrees to keep indemnified the Purchaser against any Liability of
            the Vendor which is not an Assumed Liability (including, for the
            avoidance of doubt, any Liability of the Vendor which is not an
            Assumed Liability and which is deemed to be, or becomes, a Liability
            of the Purchaser by virtue of any applicable law).


                                       9


      [** Confidential treatment has been requested for certain provisions of
      this document]

2.4   Form of transfers

      The parties agree that the Business shall be transferred to the Purchaser
      in the following manner:

      2.4.1 in the case of the Contracts, by means of assignments and novations
            in such form as may be agreed by the Vendor and the Purchaser
            together with any Third Party Consents as may have been obtained;

      2.4.2 in the case of Office Equipment, by delivery;

      2.4.3 in the case of Goodwill and the Training and Consulting Bookings, by
            means of absolute legal assignments in the agreed terms; and

      2.4.4 in the case of the other Assets and any other rights, obligations
            and liabilities required to be transferred pursuant to this
            Agreement, by means of documents in the agreed terms.

3     Consideration

3.1   Amount and Payment

      3.1.1 The consideration for the purchase of the Business is as follows:

            (i)   an amount of USD$[*] payable to the Vendor on Completion;

            (ii)  an amount calculated in accordance with Schedule 16, based on
                  the New Bookings received by the Company during the first [*]
                  days following Completion (the "Contingent Consideration"),
                  payable monthly fifteen days after each relevant month end to
                  the Vendor by reference to the total amount of orders
                  comprising New Bookings which are made in respect of New
                  Bookings during the relevant month and not, for the avoidance
                  of doubt, by reference to the payments actually received by
                  the Purchaser;

            (iii) an amount equal to [*]% of all sums received by the Purchaser
                  for Training and Consulting Bookings, payable monthly to the
                  Vendor fifteen days after each month end for each month after
                  Completion during which such a sum is received, but only up to
                  a maximum aggregate amount of USD$[*].

3.2   Conduct of the Business

      3.2.1 For the [*] period following Completion, the Purchaser agrees to
            conduct the Business in a commercial and businesslike manner with a
            view to trading profitably and, without prejudice to the foregoing
            generality, shall not take or permit any action whereby the number
            or value of New Bookings made in the [*] period following Completion
            nor the sums received by the Purchaser in respect thereof are
            artificially reduced and the Purchaser shall ensure, so far as it is
            reasonably able, that all contracts entered into by it for the sale,
            supply or maintenance of, or training or consulting with respect to
            the Software in relation to the Business fall within the definition
            of New Bookings.

      3.2.2 During the [*] period following Completion, the Purchaser agrees to
            use commercially reasonable efforts to ensure all services to be
            provided pursuant to the Training and Consulting Bookings are fully
            and properly performed as soon as reasonably practicable after
            Completion.


                                       10


3.3   Allocation of Consideration

      The consideration shall initially be allocated as set out in Schedule 2,
      subject to adjustment in such manner as the Vendor and the Purchaser shall
      agree following finalisation of the payments in relation to Gross
      Bookings, New Bookings and Training and Consulting Bookings, or failing
      agreement as determined by the Reporting Accountants on the application of
      the Vendor or the Purchaser and that allocation as subsequently adjusted
      shall be adopted by both parties for all Tax purposes.

3.4   Method of Payment

      Wherever in this Agreement provision is made for the payment by one party
      to another, such payment shall be effected by crediting for same day value
      the account specified in the Payment Account Details of the party entitled
      to the payment by way of CHAPS on or before the due date for payment
      unless the payee by notice to the payer, not later than three Business
      Days prior to the due date for payment, elects to be paid by banker's
      draft drawn on any international bank reasonably acceptable to the payer
      and having an office in London. Payment of such sum shall be a good
      discharge to the payer of its obligation to make such payment.

3.5   VAT

      3.5.1 General

            The parties intend that the Business shall be sold as a going
            concern for VAT purposes and accordingly:

            (i)   the Vendor and the Purchaser shall (when required to do so)
                  give notice of such sale to H.M. Customs & Excise pursuant to
                  paragraph 11 of Schedule 1 VATA 1994 or paragraph 6 of the
                  Value Added Tax Regulations 1995 or as otherwise required by
                  law;

            (ii)  the Vendor shall provide the Purchaser with access to all
                  records referred to in Section 49 VATA 1994 (the "VAT
                  Records");

            (iii) the Vendor shall, if the Purchaser so requests, provide, at
                  the Purchaser's cost, copies of the VAT Records; and

            (iv)  the Vendor undertakes to preserve the VAT Records for such
                  periods as may be required by law.

      3.5.2 Going Concern

            (i)   The Vendor and the Purchaser intend that the sale of the
                  Business shall be treated under the Order as neither a supply
                  of goods nor a supply of services. It is not contemplated by
                  this sub-clause that any application shall be made by either
                  of the parties to H.M. Customs & Excise seeking confirmation
                  that the sale is to be so treated, but if either party
                  subsequently proposes that such an application be made then
                  the Vendor and Purchaser shall promptly agree the form of that
                  application (but failing agreement within a reasonable period
                  the Vendor's accountants shall determine the form of that
                  application) and use all reasonable endeavours to ensure that
                  satisfactory confirmation is obtained as soon as possible
                  thereafter from H.M. Customs & Excise that the sale is to be
                  so treated.


                                       11


            (ii)  If and to the extent H.M. Customs & Excise has before
                  Completion expressly indicated that the sale of the Business
                  cannot be treated in the manner contemplated by sub-clause
                  3.5.2(i), the Purchaser shall (against production of tax
                  invoices in respect thereof) in addition to any amounts
                  expressed in this Agreement to be payable by the Purchaser pay
                  seven days before the Vendor has to account for the same to
                  H.M. Customs & Excise the amount of any VAT which as a result
                  of that indication may be chargeable on the sale of the
                  Business under this Agreement. If no such indication shall
                  have been given before Completion, then (subject to sub-clause
                  3.5.4(i) below) no amount in respect of VAT shall be paid by
                  the Purchaser on Completion, but to the extent that VAT shall
                  subsequently be determined by H.M. Customs & Excise to be
                  payable on the sale, the Purchaser shall (unless it gives
                  written notice to the Vendor that it requires such
                  determination to be challenged in accordance with sub-clause
                  3.5.2(iii) below) in addition to any amount expressed in the
                  Agreement to be payable by the Purchaser pay to the Vendor
                  such VAT, such payment by the Purchaser to be made forthwith
                  against evidence that the due date for payment of such tax has
                  fallen due or will fall due within seven days or if later
                  against delivery by the Vendor to the Purchaser of the
                  appropriate tax invoice.

            (iii) Nothing in this sub-clause shall require the Vendor to make
                  any appeal to any tribunal or court against or otherwise
                  challenge any determination of H.M. Customs & Excise that the
                  sale does not fall to be treated as the transfer of a going
                  concern unless the Purchaser shall by such date as shall
                  reasonably allow the Vendor to make such appeal or challenge
                  within any applicable time limit give written notice to the
                  Vendor that it requires such appeal or challenge to be made
                  and shall first agree to indemnify the Vendor against all
                  irrecoverable costs and expenses that the Vendor may incur by
                  taking any such action and, in any case where an appeal cannot
                  be made against the determination of H.M. Customs & Excise
                  without the Vendor accounting for the VAT and any penalty or
                  interest in question, unless the Purchaser shall first pay to
                  the Vendor an amount equal to that VAT and any such penalty or
                  interest (against delivery by the Vendor of the appropriate
                  tax invoice). Any VAT that is finally determined to be payable
                  on the sale and for which the Purchaser has not previously
                  accounted to the Vendor shall following such final
                  determination be paid by the Purchaser forthwith to the Vendor
                  against production of the appropriate tax invoice.


                                       12


            (iv)  If any amount paid by the Purchaser to the Vendor in respect
                  of VAT pursuant to this Agreement is subsequently found to
                  have been paid in error the Vendor shall if the Vendor has not
                  yet accounted for such VAT to H.M. Customs & Excise promptly
                  repay such amount to the Purchaser and, if the Vendor has
                  already so accounted, then the Vendor shall at the expense of
                  the Purchaser use all reasonable endeavours to obtain
                  repayment thereof from H.M. Customs & Excise or, if entitled,
                  the Vendor shall correct its VAT account pursuant to
                  Regulation 34 of the Value Added Tax Regulations 1995 and
                  forthwith on receiving repayment from H.M. Customs & Excise or
                  receiving the benefit of the correction to its VAT account, as
                  the case may be, shall pay to the Purchaser the amount repaid
                  and issue to the Purchaser a valid credit note showing the
                  amount of VAT repaid.

3.6   Reduction of Consideration

      If any payment is made by the Vendor to the Purchaser in respect of any
      claim against the Vendor for any breach of this Agreement (or any
      agreement entered into pursuant to this Agreement) or pursuant to any
      indemnity hereunder, the payment shall be made by way of adjustment of the
      consideration paid by the Purchaser for the particular category of Asset
      (if any) to which the payment and/or claim relates under this Agreement
      and if the payment and/or claim relates to more than one category of Asset
      shall be allocated rateably to the relevant category or categories of
      Asset or if the payment and/or claim relates to no particular category of
      Asset shall be allocated rateably to all the Assets in each case by
      reference to the proportions in which the consideration referred to in
      Clause 3.1 is initially allocated as set out in Part 1 of Schedule 2 and
      the consideration shall be deemed to have been reduced by the amount of
      such payment.

4     Completion

4.1   Date and Place

      Completion shall take place at the offices of the Purchaser's Solicitors
      on the date hereof or at such other place, time or date as may be agreed
      between the Purchaser and the Vendor.

4.2   Obligations of the Vendor, Purchaser and Macrovision on Completion
      On Completion:

      4.2.1 the Vendor shall procure that its obligations specified in Schedule
            3 are fulfilled;

      4.2.2 the Purchaser shall procure that its obligations specified in
            Schedule 3 are fulfilled; and

      4.2.3 Macrovision shall procure that its obligations specified in Schedule
            3 are fulfilled.

4.3   Payment of Price

      Against compliance with the foregoing provisions, the Purchaser shall pay
      the consideration in accordance with provisions of Clause 3.1 and the
      Purchaser and Macrovision shall procure that their respective obligations
      specified in Schedule 3 are fulfilled.

4.4   Right to Terminate

      If the foregoing provisions of this Clause are not fully complied with by
      the Vendor or the Purchaser by or on the date set for Completion, the
      Purchaser, in the case of non compliance by the Vendor, or the Vendor, in
      the case of non compliance by the Purchaser, shall be entitled (in
      addition to and without prejudice to all other rights or remedies
      available to it including the right to claim damages) by written notice to
      the Vendor or, as the case may be, the Purchaser served on such date:

      4.4.1 to elect to terminate this Agreement without liability on its part;
            or

      4.4.2 to effect Completion notwithstanding the defaults which have
            occurred in which case the non-defaulting party shall be deemed to
            have waived or been satisfied as to the relevant obligation of the
            other party and to have waived any remedy which might otherwise have
            been available to it; or

      4.4.3 to fix a new date for Completion (not being more than 20 Business
            Days after the agreed date for Completion) in which case the
            foregoing provisions of this Clause 4.4 shall apply to Completion as
            so deferred but provided such deferral may only occur once.


                                       13


      [** Confidential treatment has been requested for certain provisions of
      this document]

4.5   Title and Risk

      Title and risk of loss or damage to the Assets transferred on Completion
      shall pass to the Purchaser at Completion.

5     Post Completion Obligations

5.1   Stand Alone Data Processing System

      The Purchaser agrees to pay up to USD$[*] within 7 days of presentation by
      the Vendor of an invoice in respect thereof (accompanied by actual
      invoices from the Vendor's suppliers to substantiate such invoice from the
      Vendor) to the Vendor toward the acquisition and implementation (from
      vendors recommended by the Vendor but approved by the Purchaser) of a
      standalone data processing system meeting the specifications set out in
      Schedule 7 which has been acquired and implemented by the Vendor on behalf
      of the Purchaser. The Purchaser confirms that it has accepted such
      acquisition and implementation work and, as between the Vendor and
      Purchaser, is satisfied with the system so acquired and implemented.

5.2   Collection of Gross Bookings

      5.2.1 The Vendor shall within 3 Business Days of Completion provide to the
            Purchaser details of all Gross Bookings made between 2 October 2000
            and Completion and these details shall be deemed to be incorporated
            into Schedule 17.

      5.2.2 The Purchaser undertakes to use all reasonable endeavours to recover
            the Gross Bookings in accordance with the Purchaser's standard debt
            collection procedures.

      5.2.3 During the [*] period following Completion, the Purchaser shall
            report and pay to the Vendor, 15 days after the end of each calendar
            month during the relevant period, [*]% of the aggregate sum received
            in respect of Gross Bookings during the period from Completion to
            each such reporting date (the "Payable Gross Bookings"), provided
            that the Purchaser shall only be required to pay the Vendor a
            maximum aggregate amount of Payable Gross Bookings of USD$[*]. The
            Purchaser shall provide the Vendor with such evidence as the Vendor
            may reasonably require in relation to the collection and receipt of
            the Gross Bookings.

      5.2.4 For the avoidance of doubt, the regime in relation to Gross Bookings
            under this Clause 5.2 supersedes any obligation of the Vendor under
            the Sublicensor Agreement to pay any monies to Globetrotter and
            Macrovision, the holding company of Globetrotter, represents and
            warrants on behalf of Globetrotter that Globetrotter shall make no
            claims in this regard against the Vendor under the Sublicensor
            Agreement and shall indemnify and keep indemnified the Vendor
            against any claim made against the Vendor by Globetrotter that the
            Vendor is liable to pay to it any amounts under the Sublicensor
            Agreement in relation to the period following Completion in respect
            of which payment has been made to the Purchaser pursuant to this
            Clause 5.3.

      5.2.5 The Purchaser shall allow the Vendor to consult with the Purchaser
            and to have access to sales ledgers to assess progress with regard
            to the collection of the Gross Bookings.

      5.2.6 Following each such meeting the Purchaser shall comply with all
            reasonable requests of the Vendor in respect of action to be taken
            towards the recovery of the Gross


                                       14


            Bookings save that nothing is this provision shall oblige the
            Purchaser itself to institute legal proceedings for recovery or to
            take action to collect the Gross Bookings.

      5.2.7 The Vendor shall be entitled at any time, within the period of 30
            days following the date for payment, to dispute the payment of
            Payable Gross Bookings by notice in writing (the "Dispute Notice")
            to the Purchaser. The Dispute Notice shall set out the amount of
            Payable Gross Bookings in dispute and the reasons for the dispute.
            If no Dispute Notice is given by the Purchaser before the expiry of
            such 30 day period, the Payable Gross Bookings shall be deemed to
            have been paid and agreed by the Purchaser and Vendor. If a Dispute
            Notice is served on the Purchaser, the Purchaser agrees to procure
            that the Vendor and its accounting and other advisers are given
            reasonable access to the relevant books, personnel and accounting
            records in relation to the Payable Gross Bookings.

      5.2.8 The Purchaser and the Vendor shall use all reasonable endeavours to
            resolve any matters in dispute and agree the amount payable in
            relation to the Payable Gross Bookings within 14 Business Days of
            the date of receipt of a Dispute Notice by the Purchaser. If they
            fail to do so by the expiry of 14 Business Days after the date of
            receipt by the Purchaser of the Dispute Notice, the Purchaser or the
            Vendor may refer any remaining matters in dispute to the Expert,
            with a request that the Expert determine the matters within dispute
            45 Business Days of receiving the reference. Any reference to Expert
            shall be deemed to be a joint reference by the Purchaser and the
            Vendor and, in any such reference, the Expert shall act as an expert
            and not as an arbitrator. The determination of the Expert shall be
            final and binding on both parties in relation to the matters in
            dispute.

      5.2.9 The charges of any Expert shall be apportioned between the parties
            as the Expert shall decide or, in the absence of such directions, by
            the Purchaser and the Vendor in equal shares.

     5.2.10 If either the Vendor or the Purchaser receives any monies from a
            customer of the Business relating to a Gross Booking, they shall
            immediately deposit those monies into the bank account to be
            established pursuant to Clause 5.2.11.

     5.2.11 The Purchaser shall (and the Vendor shall provide the Purchaser
            with all necessary assistance as is required for this purpose), as
            soon as practicably possible after Completion, open a bank account
            to be called the "PTS Gross Bookings" account into which the parties
            shall deposit all monies received from customer of the Business in
            relation to Gross Bookings and from which the Purchaser shall pay
            the Payable Gross Bookings to the Vendor.

     5.2.12 The Purchaser shall use all reasonable endeavours not to deposit
            monies other than monies relating to Gross Bookings into the account
            referred to in Clause 5.2.10 above, but to the extent that any
            monies other than Gross Bookings are deposited into the account,
            will immediately refund them to the Vendor.

5.3   New Bookings

      5.3.1 The Purchaser undertakes to use all reasonable endeavours to recover
            the New Bookings in accordance with the Purchaser's standard debt
            collection procedures.

      5.3.2 Following Completion, the Purchaser shall pay the Contingent
            Consideration in the manner set out in Clause 3.1.1(ii). The
            Purchaser shall maintain proper accounts, setting out the aggregate
            value of all New Bookings and monies received in relation


                                       15


            thereto, and shall provide the Vendor with such evidence as the
            Vendor may reasonably require in relation to the collection and
            receipt of the New Bookings.

      5.3.3 The Purchaser shall allow the Vendor to consult with the Purchaser
            and to have access to sales ledgers to assess progress with regard
            to the collection of the New Bookings.

      5.3.4 Following each such meeting, the Purchaser shall comply with all
            reasonable requests of the Vendor in respect of action to be taken
            towards the recovery of the New Bookings save that nothing is this
            provision shall oblige the Purchaser itself to institute legal
            proceedings for recovery or to take action to collect the New
            Bookings sooner than is provided in the Purchaser's debt collection
            procedures.

      5.3.5 The Vendor shall be entitled at any time, within the period of 30
            days following the date for payment, to dispute the payment of
            Contingent Consideration by notice in writing (the "New Bookings
            Dispute Notice") to the Purchaser. The New Bookings Dispute Notice
            shall set out the amount of Contingent Consideration in dispute and
            the reasons for the dispute. If no New Bookings Dispute Notice is
            given by the Vendor before the expiry of such 30 day period, the
            Contingent Consideration shall be deemed to have been paid and
            agreed by the Vendor and Purchaser. If a New Bookings Dispute Notice
            is served on the Purchaser, the Purchaser agrees to procure that the
            Vendor and its accounting and other advisers are given reasonable
            access to the relevant books, personnel and accounting records in
            the relation to the Contingent Consideration.

      5.3.6 The Vendor and the Purchaser shall use all reasonable endeavours to
            resolve any matters in dispute and agree the amount payable in
            relation to the Contingent Consideration within 14 Business Days of
            the date of receipt of a New Bookings Dispute Notice by the
            Purchaser. If they fail to do so by the expiry of 14 Business Days
            after the date of receipt by the Purchaser of the New Bookings
            Dispute Notice, the Vendor or the Purchaser may refer any remaining
            matters in dispute to the Expert, with a request that the Expert
            determine the matters within dispute 45 Business Days of receiving
            the reference. Any reference to Expert shall be deemed to be a joint
            reference by the Vendor and the Purchaser and, in any such
            reference, the Expert shall act as an expert and not as an
            arbitrator. The determination of the Expert shall be final and
            binding on both parties in relation to the matters in dispute.

      5.3.7 The charges of any Expert shall be apportioned between the parties
            as the Expert shall decide or, in the absence of such directions by
            the Vendor and the Purchaser in equal shares.

      5.3.8 If the Vendor receives any monies from a customer of the Business
            relating to a New Booking, the Vendor shall hold those monies on
            trust for the Purchaser and pay the Monies over to the Purchaser
            within 5 Business Days of receipt.

5.4   Training and Consulting Bookings

      5.4.1 The Vendor shall, immediately following Completion, notify in
            writing any customers of the Business which have made a Training and
            Consulting Booking of the sale of the Business and request that they
            send all payments relating to the relevant Training and Consulting
            Booking directly to the Purchaser.

      5.4.2 The Purchaser undertakes to use all reasonable endeavours to recover
            the Training and Consulting Bookings in accordance with the
            Purchaser's standard debt collection procedures.


                                       16


      [** Confidential treatment has been requested for certain provisions of
      this document]

      5.4.3 Notwithstanding Clause 5.4.1, if the Vendor receives any monies from
            a customer of the Business relating to a Training and Consultancy
            Booking, the Vendor shall hold those monies on trust for the
            Purchaser and immediately pay the monies over to the Purchaser or,
            if the Purchaser agrees, net the monies off against any sum owing by
            the Purchaser to the Vendor under this Clause.

      5.4.4 Following Completion, the Purchaser shall pay the Vendor the amounts
            required in accordance with Clause 3.1.1(iii) (up to a maximum
            aggregate amount of (pound)[*]) (the "Payable Training and
            Consulting Bookings"). The Purchaser shall provide the Vendor with
            such evidence as the Vendor may reasonably require in relation to
            the collection and receipt of the Training and Consulting Bookings.

      5.4.5 The Purchaser shall allow the Vendor to consult with the Purchaser
            and to have access to sales ledgers to assess progress with regard
            to the collection of the Training and Consulting Bookings.

      5.4.6 Following each such meeting, the Purchaser shall comply with all
            reasonable requests of the Vendor in respect of action to be taken
            towards the recovery of the Training and Consulting Bookings save
            that nothing is this provision shall oblige the Purchaser itself to
            institute legal proceedings for recovery or to take action to
            collect the Training and Consulting Bookings sooner than is provided
            in the Purchaser's debt collection procedures.

      5.4.7 The Vendor shall be entitled at any time, within the period of 30
            days following the date for payment, to dispute the payment of
            Payable Training and Consulting Bookings by notice in writing (the
            "T&C Dispute Notice") to the Purchaser. The T&C Dispute Notice shall
            set out the amount of Payable Training and Consulting Bookings in
            dispute and the reasons for the dispute. If no T&C Dispute Notice is
            given by the Vendor before the expiry of such 30 day period, the
            Payable Training and Consulting Bookings shall be deemed to have
            been paid and agreed by the Vendor and Purchaser. If a T&C Dispute
            Notice is served on the Purchaser, the Purchaser agrees to procure
            that the Vendor and its accounting and other advisers are given
            reasonable access to the relevant books, personnel and accounting
            records in the relation to the Payable Training and Consulting
            Bookings.

      5.4.8 The Vendor and the Purchaser shall use all reasonable endeavours to
            resolve any matters in dispute and agree the amount payable in
            relation to the Payable Training and Consulting Bookings within 14
            Business Days of the date of receipt of a T&C Dispute Notice by the
            Purchaser. If they fail to do so by the expiry of 14 Business Days
            after the date of receipt by the Vendor of the T&C Dispute Notice,
            the Vendor or the Purchaser may refer any remaining matters in
            dispute to the Expert, with a request that the Expert determine the
            matters within dispute 45 Business Days of receiving the reference.
            Any reference to Expert shall be deemed to be a joint reference by
            the Vendor and the Purchaser and, in any such reference, the Expert
            shall act as an expert and not as an arbitrator. The determination
            of the Expert shall be final and binding on both parties in relation
            to the matters in dispute.

      5.4.9 The charges of any Expert shall be apportioned between the parties
            as the Expert shall decide or, in the absence of such directions by
            the Vendor and the Purchaser in equal shares.


                                       17


6     Warranties

6.1   Incorporation of Schedule 4

      6.1.1 The Vendor warrants and represents to the Purchaser and its
            successors in title in the terms set out in Schedule 4 subject only
            to:

            (i)   any matter which is fairly disclosed in the Disclosure Letter
                  and any matter expressly provided for under the terms of this
                  Agreement; and

            (ii)  any matter or thing hereafter done or omitted to be done
                  pursuant to this Agreement or otherwise at the request in
                  writing or with the approval in writing of the Purchaser.

      6.1.2 The Vendor acknowledges that the Purchaser has entered into this
            Agreement in reliance upon the Warranties and on the undertakings
            contained in Clause 9. Save as expressly otherwise provided, the
            Warranties shall be separate and independent and shall not be
            limited by reference to any other paragraphs of Schedule 4 or by
            anything in this Agreement.

      6.1.3 Any statement qualified by the expression "so far as the Vendor is
            aware", "to the Vendor's knowledge, information and belief", "known
            to the Vendor" or any similar expression shall, unless otherwise
            stated, be deemed to be a reference to the aggregate knowledge,
            information or belief which each Key Employee has or could
            reasonably be expected to have.

6.2   Incorporation of Schedule 6

      Macrovision warrants and represents to the Vendor in terms set out in
      Schedule 6 and acknowledges that the Vendor has entered into this
      Agreement in reliance on those warranties.

6.3   Limitation of Liability

      The provisions of Schedule 5 shall apply.

6.4   Effect of Completion

      The Warranties and all other provisions of this Agreement (other than
      those contained in Schedule 3), in so far as the same shall not have been
      performed at Completion, shall not be extinguished or affected by
      Completion, or by any other event or matter whatsoever, except by a
      specific and duly authorised written waiver or release by the Purchaser or
      by the Vendor (as the case may be).

6.5   Waiver

      Save in the case of fraud, the Vendor undertakes to the Purchaser not to
      make or pursue any claim against any Relevant Employee on whom it may have
      relied in giving the Warranties, preparing the Disclosure Letter and/or
      entering into this Agreement and the documents entered into pursuant to
      this Agreement.

6.6   Waiver of Set-Off

      The Purchaser hereby waives all and any rights of set-off which it may
      have with respect to any sums under this Agreement and in particular
      agrees that it shall have no right of set-off of any sums due by the
      Vendor for breach of any of the Warranties against any sums owed to the
      Vendor by operation of Clause 3.1.1 in respect of New Bookings or Training
      and Consulting Bookings.


                                       18


7     Contracts and Third Party Consents

7.1   Obligation to obtain Third Party Consents

      To the extent any Licence Agreement is not assignable without a Third
      Party Consent, this Agreement shall not be construed as an assignment or
      an attempted assignment and the Vendor and the Purchaser shall use
      reasonable endeavours both before and after Completion to obtain all
      necessary Third Party Consents and shall keep the Purchaser informed of
      progress in obtaining such Third Party Consents. The Vendor shall deliver
      to the Purchaser, as soon as possible after receipt, any Third Party
      Consent.

7.2   Obligations until Third Party Consents are obtained

      In respect of any Licence Agreement, until the relevant Third Party
      Consent has been obtained as contemplated by Clause 7.1:

      7.2.1 the Vendor shall (to the extent that it is lawfully able to do so)
            hold the benefit of the Licence Agreement on trust for the Purchaser
            from Completion and, in so acting, shall:

            (i)   receive any payments made to the Vendor after Completion as
                  trustee, place the same in a separate bank account, record the
                  payment separately in its books and account to the Purchaser
                  for the same within four Business days of receipt but where
                  the Vendor is liable to account for VAT in respect of any
                  supply to which the payments relate, the Vendor shall only be
                  liable to account to the Purchaser amounts net of any VAT
                  liability;

            (ii)  deliver to the Purchaser as soon as practicable after receipt
                  any notice or other document concerning or relating to such
                  Licence Agreement received by the Vendor in the case where
                  such notice or other document relates exclusively to the
                  Business;

            (iii) deliver to the Purchaser as soon as possible after receipt a
                  summary of the relevant part of any notice or other document
                  concerning or relating to such Licence Agreement received by
                  the Vendor in the case of a notice or other document relating
                  in part to the Business;

            (iv)  receive any goods delivered to it by any supplier pursuant to
                  such Licence Agreement as agent and trustee for the Purchaser
                  and deliver such goods as directed by the Purchaser;

            (v)   notify the Purchaser of any payment required to be made to any
                  supplier pursuant to any Licence Agreement whereupon the
                  Purchaser shall either pay the supplier direct or indemnify
                  the Vendor for any payment required to be made by it to the
                  supplier in respect thereof after Completion and when
                  indemnifying the Vendor the Purchaser shall be entitled to
                  have regard to the extent to which the Vendor is able to
                  obtain credit or repayment of input tax for VAT purposes in
                  respect of supplies of goods and/or services made to the
                  Vendor to which the amounts relate and the liability of the
                  Purchaser shall be reduced accordingly;


                                       19


      7.2.2 to the extent that the Vendor is not lawfully able to hold the
            Licence Agreement on trust for the Purchaser, the parties shall make
            such other arrangements between themselves as the Purchaser may
            reasonably require to provide the benefits of the Licence Agreement
            for the Purchaser, including the enforcement of all rights of the
            Vendor against any other party thereto;

      7.2.3 to the extent that the Purchaser is lawfully able to do so, the
            Purchaser shall perform the Vendor's obligations under the Licence
            Agreement as agent or sub-licensee or otherwise and shall indemnify
            the Vendor in respect thereof. To the extent that the Purchaser is
            not lawfully able to do so, the Vendor shall at its cost do all such
            things as the Purchaser may reasonably require to enable due
            performance of the Licence Agreement and the Purchaser shall
            indemnify the Vendor in respect thereof.

7.3   Failure to Obtain Third Party Consents

      If a Third Party Consent is refused or otherwise not obtained on terms
      reasonably satisfactory to the Purchaser within 6 months of Completion,
      the Purchaser shall be entitled by notice to the Vendor to exclude the
      relevant Licence Agreement and references in this Agreement to the Licence
      Agreements and the Business (other than in this Clause 7.3) shall be
      construed as excluding such Licence Agreement, provided that the Vendor
      shall indemnify the Purchaser against all Losses incurred by the Purchaser
      in connection with the exclusion of such Licence Agreement arising from
      claims made by the other party to such Licence Agreement.

8     The Relevant Employees

8.1   Transfer Regulations

      The parties accept that this Agreement and the sale of the Business to be
      effected by it are governed by the Transfer Regulations and the following
      provisions shall apply in connection therewith:

      8.1.1 the contract of employment of each of the Relevant Employees
            including obligations towards each of the Relevant Employees in
            respect of the GPP (save insofar as such contract relates to any
            occupational pension scheme) shall have effect from Completion as if
            originally made between the Relevant Employee and the Purchaser;

      8.1.2 subject to Clause 8.1.11, the Vendor shall be responsible for all
            wages, salaries, emoluments and other amounts due or accruing and
            Taxation and National Insurance Contributions payable in respect of
            the Relevant Employees in respect of the period to Completion and
            will discharge all such obligations in respect of the Relevant
            Employees when they become payable and whether or not the
            obligations fall due for payment prior to Completion;

      8.1.3 the Vendor shall indemnify the Purchaser and keep the Purchaser
            indemnified against all Employment Losses which relate to or arise
            out of any act or omission by the Vendor or any other event or
            occurrence prior to Completion (including, for the avoidance of
            doubt, Employment Losses which relate to or arise out of any
            personal injury claim which has its origins before Completion) and
            which the Purchaser incurs in relation to any contract of
            employment, or the employment relationship or collective agreement
            concerning one or more of the Relevant Employees pursuant to the
            Transfer Regulations or otherwise provided that, for the avoidance
            of doubt, the indemnity in this clause 8.1.3 does not relate to the
            Purchaser's obligation in terms of the Transfer Regulations to
            employ the Relevant Employees on the terms


                                       20


            and conditions of employment to which they were entitled immediately
            prior to Completion nor does it relate to the Purchaser's obligation
            to recognise their periods of continuous employment as at
            Completion;

      8.1.4 if any contract of employment, employment relationship of anyone
            other than an employee who is listed in Schedule 13 or collective
            agreement not disclosed in writing to the Purchaser shall have
            effect as if originally made between the Purchaser and any employee
            ("Undisclosed Employee") or a trade union or other body that
            represents employees as a result of the provisions of the Transfer
            Regulations (without prejudice to any other rights or remedies which
            may be available to the Purchaser):

            (i)   the Purchaser may, upon becoming aware of the application of
                  the Transfer Regulations to any such contract of employment or
                  collective agreement, terminate such contract or agreement
                  immediately; and

            (ii)  the Vendor shall indemnify the Purchaser and keep the
                  Purchaser indemnified against all Losses relating to or
                  arising out of such termination and reimburse the Purchaser
                  for all costs and expenses (including, without limitation, any
                  Taxation) incurred in employing such employee in respect of
                  his employment following Completion; and

            (iii) the Vendor shall indemnify the Purchaser and keep the
                  Purchaser indemnified in respect of any Undisclosed Employee
                  on the same terms mutatis mutandis as the Vendor has
                  indemnified the Purchaser in respect of a Relevant Employee
                  pursuant to the terms of Clause 8.1.3;

      8.1.5 the Vendor shall indemnify the Purchaser and keep the Purchaser
            indemnified against all Losses which relate to or arise out of any
            dismissal by the Vendor of any employee (not being a Relevant
            Employee) and which the Purchaser incurs pursuant to the Transfer
            Regulations;

      8.1.6 the Vendor shall not take any steps to terminate the contracts of
            employment of or collective agreements concerning the Relevant
            Employees;

      8.1.7 the Vendor shall indemnify the Purchaser and keep the Purchaser
            indemnified against all Losses which relate to or arise out of any
            failure by the Vendor to comply with its obligations under
            Regulation 10 of the Transfer Regulations (save where those Losses
            were caused as a result of the Purchaser failing to comply with its
            obligations under Regulation 10 of the Transfer Regulations); and

      8.1.8 the Purchaser shall deliver to each of the Relevant Employees a
            letter from the Vendor and the Purchaser in the agreed terms.

      8.1.9 The Purchaser hereby undertakes to indemnify and keep indemnified
            the Vendor on demand from and against all Losses suffered or
            incurred by the Vendor in relation to the Relevant Employees which
            relate to or arise out of any act or omission by the Purchaser or
            any other event or occurrence after Completion (including, without
            prejudice to the foregoing generality, in relation to negligence
            claims by any Relevant Employee, unfair dismissal, redundancy,
            unlawful discrimination, breach of contract, unlawful deduction of
            wages and equal pay).

     8.1.10 The Purchaser hereby undertakes to indemnify and keep indemnified
            the Vendor on demand from and against any Losses suffered or
            incurred by the Vendor as a result of


                                       21


            any failure by the Purchaser to comply with its obligations under
            Regulation 10(3) of the Transfer Regulations.

     8.1.11 The Vendor and the Purchaser agree that, in respect of the bonuses
            payable to the Relevant Employees, which are set out at Schedule 20
            to this Agreement (the "Bonuses") the Purchaser will pay the
            payments listed in the column headed PTS Payments on behalf of the
            Vendor within 5 days of Completion, and the Purchaser will pay the
            amounts listed in the column headed GSI Payments for its own parts
            within 90 days of Completion. Accordingly, the Purchaser agrees to
            pay to each of the Relevant Employees, within 5 days of Completion,
            the payments listed in the column headed "PTS Payment" in Schedule
            20 less such deductions as the Purchaser is required to make by law.
            The Vendor shall, on demand, reimburse the Purchaser:-

            (i)   the amount of such payments made by the Purchaser to the
                  Relevant Employees on behalf of the Vendor; and

            (ii)  the amount of any Taxation and National Insurance
                  Contributions thereon.

8.2   Conduct of Claims

      If the Purchaser becomes aware of any matter that may give rise to a claim
      against the Vendor under the provisions of Clause 8.1.3, the following
      provisions shall apply:

      8.2.1 The Purchaser shall give notice to the Vendor of such matter or
            claim as soon as reasonably practicable.

      8.2.2 The Purchaser agrees that:-

            (i)   no admission of liability shall be made by or on behalf of the
                  Purchaser and the claim shall not be compromised, disposed of
                  or settled without the consent of the Vendor (such consent not
                  to be unreasonably withheld or delayed); and

            (ii)  the Purchaser shall be entitled to take such action as it
                  shall deem necessary to avoid, dispute, deny, defend, resist,
                  appeal, compromise or contest such claim or liability
                  (including, without limitation, making counterclaims or other
                  claims against third parties) but will not take any such
                  action without the consent of the Vendor, such consent not to
                  be unreasonably withheld or delayed.

      8.2.3 Each party shall (at the expense of the Vendor) give the other party
            and any of its professional advisers access to all documentation
            (and shall allow them to copy such documentation), premises
            personnel or other information which the other party reasonably
            requires and which relate to the claim.

8.3   Definitions

      For the purposes of this Clause 8:

      8.3.1 the terms "contract of employment", "collective agreement" and
            "trade union" shall have the same meanings respectively as are given
            to those terms in the Transfer Regulations; and

      8.3.2 "Employment Losses" means all Losses, Liabilities, costs (including
            without limitation legal costs), charges, expenses, actions,
            proceedings, claims and demands.


                                       22


9     Restrictions on the Vendors

9.1   Restrictions

      9.1.1 The Vendor and Mr Rowlinson each undertake and agree with the
            Purchaser and its successors in title that the Vendor and Mr
            Rowlinson will not in any Relevant Capacity during the Restricted
            Period:

            (i)   directly or indirectly carry on within Europe any business
                  which is of the same or substantially similar type to the
                  Business as now carried on by the Vendor and which is or is
                  reasonably considered to be in competition with any part of
                  the Business as now carried on ("Restricted Business") nor be
                  concerned or interested within Europe in any Restricted
                  Business;

            (ii)  for the purpose of a Restricted Business, canvass or solicit
                  the custom of any person, firm or company who has within two
                  years prior to Completion been a customer of the Business; or

            (iii) induce or seek to induce any Restricted Employee to become
                  employed (whether as employee, consultant or otherwise) by the
                  Vendor or any member of the Vendor's Group, whether or not
                  such Restricted Employee would thereby commit any breach of
                  his contract of service.

      9.1.2 The Vendor and Mr Rowlinson each further undertake and agree with
            the Purchaser that they will not in any Relevant Capacity adopt, use
            or carry on business under, or use as a trade mark or name for any
            of its products or services, "Globetrotter" or any other trade marks
            relating to the Software or the Business or any name resembling the
            same, other than "PTS" or "Productivity through Software" or the
            word "software".

9.2   Exceptions

      The restrictions in Clause 9.1 shall not operate to prohibit the Vendors
      and/or Mr Rowlinson from:

      9.2.1 holding or being interested in up to 5 per cent of the outstanding
            issued share capital of a company listed on any recognised stock
            exchange;

      9.2.2 fulfilling any obligation pursuant to this Agreement and any
            agreement to be entered in to pursuant to this Agreement;

      9.2.3 carrying on or being engaged or economically interested in a
            Permitted Activity.

9.3   Use of Trademarks

      The Vendor agrees that it will not in any Relevant Capacity adopt, use or
      carry on business under, or use as a trade mark or name for any of its
      products or services "Globetrotter" or any other trade marks relating to
      the Software or the Business or any name resembling the same.

9.4   Reasonableness of Restrictions

      The Vendor confirms that it has received independent legal advice relating
      to all the matters provided for in this Agreement, including the
      provisions of this Clause. The Vendor agrees that it considers that the
      restrictions contained in this Clause are no greater than is reasonable
      and necessary for the protection of the interest of the Purchaser but if
      any such restriction shall be held to be void but would be valid if
      deleted in part or reduced in application, such restriction


                                       23


      shall apply with such deletion or modification as may be necessary to make
      it valid and enforceable.

9.5   Interpretation

      The following terms shall have the following meanings respectively in this
      Clause 9:

      9.5.1 "Permitted Activity" means:

            (i)   consulting, training and support on the use of the Software
                  (except to third parties who are at Completion or thereafter
                  at any time during the Restricted Period a party to a Customer
                  Contract), within or alongside any product other than the
                  Software resold by the Vendor where such software has been
                  licensed for distribution, sale, support to the Vendor by a
                  licensee of the Purchaser as a component part of such product
                  resold by the vendor and where the consulting, training or
                  support is solely being provided with respect to the use of
                  the Software embedded within the product;

            (ii)  any business with respect to any product or tool (a "Tool")
                  which may be used by a third party to develop products
                  substantially similar to the Software where the Tool does not
                  itself perform any of the functions of the Software (other
                  than incidental functions) and where the Tool has not been
                  specifically designed with the purpose of developing products
                  substantially similar to the Software;

            (iii) any business with respect to any software component or tool
                  sold by the Vendor (a "Component") with a functionality
                  similar to the Software which is sold as a component of
                  another product sold by the Vendor (a "Combined Product")
                  where the functionality of such Component does not perform
                  more than an incidental part of the Combined Product as
                  relates to a significant function of such Combined Product and
                  where the Combined product is not promoted in the marketplace
                  as having a functionality substantially similar to the
                  Software;

            (iv)  any business with respect to any software product which does
                  not perform any of the commercially significant functions of
                  the Software and which is not promoted in the marketplace as
                  having functionality substantially similar to the Software;
                  and 

            (v)   any business related to any customer relationship management,
                  bug tracking or incident tracking software that may cause the
                  Vendor to compete with the Purchaser in relation to its
                  Globetrack software product, provided that such business does
                  not constitute a Restricted Business with respect to the
                  Software other than Globetrack.

      9.5.2 "FLEXlm" means a software programme which enables software vendors,
            either through their customers, re-sellers or service providers to
            electronically license, monitor, control, limit, use or report on
            the use of their software;

      9.5.3 "Relevant Capacity" means for its own account or for that of any
            person, firm or company (other than the Purchaser) or in any manner
            whether through the medium of any company controlled by it or as a
            principal, partner, director, employee, consultant or agent.

      9.5.4 "Restricted Employee" means any Relevant Employee and any other
            person employed by the Purchaser during the Restricted Period who
            works in relation to the Business and who, (a) has or had access to
            trade secrets or other confidential information in relation to the
            Business; or (b) has participated in discussions relating to the
            transaction pursuant to this Agreement;


                                       24


      [** Confidential treatment has been requested for certain provisions of
      this document]

      9.5.5 "Restricted Period" means [*] following Completion in relation to
            Clauses 9.1.1, in each case commencing on Completion.

10    Restrictions on the Purchaser

10.1  Restrictions

      The Purchaser undertakes with the Vendor that the Purchaser will not, in
      any Relevant Capacity during the [*] following Completion, induce or seek
      to induce any Restricted Employee to become employed whether as employee,
      consultant or otherwise of the Purchaser or any subsidiary undertaking or
      fellow subsidiary undertaking or holding company of the Purchaser whether
      or not such Restricted Employee would thereby commit any breach of his
      contract of service without Mr Rowlinson's consent.

10.2  Reasonableness of Restrictions

      The Purchaser confirms that it has received independent legal advice
      relating to all the matters provided for in this Agreement, including the
      provisions of this Clause. The Purchaser agrees that they consider that
      the restrictions contained in this Clause are no greater than is
      reasonable and necessary for the protection of the interest of the
      Purchaser but if any such restriction shall be held to be void but would
      be valid if deleted in part or reduced in application, such restriction
      shall apply with such deletion or modification as may be necessary to make
      it valid and enforceable.

10.3  Use of Vendor's name and trademarks

     10.3.1 The Purchaser shall, from Completion, use its best endeavours not
            to adopt, carry on or represent itself in any Relevant Capacity as
            carrying on business under the Vendor's name.

     10.3.2 The Purchaser agrees that it will not in any Relevant Capacity
            adopt, use or carry on business under, or use as a trademark or name
            for any other products or services "PtS" and/or "Productivity
            through Software" and/or any logo or get up used in conjunction
            therewith or any trademarks, logo or get up or any name resembling
            any of them.

     10.3.3 The Purchaser shall indemnify and agrees to keep indemnified the
            Vendor, up to a maximum aggregate amount of USD$[*], against any
            Losses suffered or incurred by the Vendor resulting from a breach by
            the Purchaser of its obligations under Clause 10.3.1.

10.4  Interpretation The following terms shall have the following meanings
      respectively in this Clause 10:

      "Relevant Capacity" means for its own account or for that of any person,
      firm or company (other than the Vendor) or in any manner whether through
      the medium of any company controlled by it or as a principal, partner,
      director, employee, consultant or agent;

      "Residual Business" means any business operated by the Vendor following
      the sale of the Business which is not in breach of Clause 9 hereof; and


                                       25


      "Restricted Employee" means any employee of the Vendor (excluding for the
      avoidance of doubt, any Relevant Employee) during the Restricted Period
      who (a) has access to trade secrets or other confidential information in
      relation to the Residual Business; or (b) has participated in discussions
      relating to the transaction pursuant to this Agreement.

11    Post-Completion Obligations

11.1  The Assumed Liabilities

      11.1.1 If the Vendor becomes aware after Completion of any claim which
            constitutes or may constitute an Assumed Liability, the Vendor shall
            as soon as reasonably practicable give written notice thereof to the
            Purchaser and shall not admit, compromise, settle, discharge or
            otherwise deal with such claim without prior consultation with or
            the prior agreement of the Purchaser.

      11.1.2 In connection therewith the Vendor shall make or procure to be made
            available to the Purchaser or its duly authorised agents, at the
            Purchaser's request, acting reasonably and on reasonable notice
            during normal business hours all relevant books of account, records
            and correspondence relating to the Business which have been retained
            by the Vendor (and shall permit the Purchaser to take copies thereof
            at its own cost) for the purposes of enabling the Purchaser to
            ascertain or extract any information relevant to the claim.

11.2  Insurance and other Recoveries

      If at any time after Completion, the Vendor receives any insurance or
      other monies in respect of any Claim, then the Vendor shall pay to the
      Purchaser as soon as reasonably practicable the amount recovered.

11.3  Vendor's Continuing Obligations

      Notwithstanding Completion, the Vendor shall as part of its obligations
      under the Consultants Services Agreement:

     11.3.1 continue to give to the Purchaser, at the Purchaser's reasonable
            request, such information and assistance as the Purchaser may
            reasonably require, and at the Purchaser's expense, relating to the
            Business, its employees, customers and suppliers, its current
            contracts and engagements and its trade debtors and trade creditors
            and pass on any trade enquiry which the Vendor receives;

     11.3.2 (without prejudice to the provisions of Clause 7), from time to
            time execute and perform all such acts, deeds and documents and
            afford to the Purchaser, at the Purchaser's expense, such assistance
            as the Purchaser may reasonably require:

            (i)   for the purpose of vesting in the Purchaser the full benefit
                  of the Business and implementing all the provisions of this
                  Agreement;

            (ii)  for the purpose of vesting to the extent possible under law in
                  the Purchaser or as it may direct the full benefit of any
                  rights, powers, remedies, claims or defences (including
                  without limitation rights of set-off and counterclaim) which
                  the Vendor may have in relation to any Claim or Assumed
                  Liability or otherwise ensuring that the same ensure for the
                  benefit of the Purchaser and to the extent not possible under
                  law to hold the same on trust for the Purchaser;


                                       26


            (iii) to enable to the extent possible under law any claim, action,
                  suit, prosecution, litigation, proceeding, dispute or
                  arbitration to which the Vendor was a party and which relates
                  to any Claim or Assumed Liability to be continued by or
                  against the Purchaser and to the extent not possible under law
                  to hold the same on trust for the Purchaser; and

            (iv)  to enable to the extent possible under law any judgment or
                  award obtained by the Vendor and not fully satisfied as at
                  Completion, to the extent to which it is a Claim enforceable
                  by the Vendor, to be enforced by the Purchaser, whether by the
                  Purchaser joining itself as a defendant or by the Purchaser
                  consenting to any plaintiff concerned joining it as a
                  defendant or otherwise and to the extent not possible under
                  law to hold the same on trust for the Purchaser;

     11.3.3 at the Purchaser's expense, communicate all or any of the Vendor's
            Know-how to such persons in the employment of the Purchaser or any
            of its subsidiaries as the Purchaser may request ;

     11.3.4 except as provided in Clauses 13.3.4 and 13.3.6, keep confidential
            and not disclose or make use of any part of the Vendor's
            Intellectual Property or the Vendor's Know-how or any other
            Intellectual Property or Know-how which is the subject of the
            Licence Agreements or any other confidential information relating to
            the Business (except to the extent that the Vendor's Know-how or any
            part thereof has come into the public domain otherwise than through
            unauthorised disclosure by the Vendor) and at the Purchaser's
            expense assist the Purchaser in the prosecution of all applications
            to register the Vendor's Intellectual Property (whether such
            applications are outstanding at Completion or made thereafter by the
            Purchaser) and to establish, confirm or defend title to the Vendor's
            Intellectual Property. For the avoidance of doubt, the Vendor shall
            not be prohibited from using or disclosing such information for the
            purposes of the Residual Business, to the extent that such
            information was not used exclusively in the Business by the Vendor
            as at or within 6 months prior to Completion; and

     11.3.5 allow the Purchaser reasonable access to, and copies of any books,
            records or other information relating to the Business which is not
            delivered to the Purchaser pursuant to paragraph 1.1.8 of Schedule
            3.

11.4  Duration

      This Clause 11 will apply for a period of 1 year following Completion.

12    Guarantees

12.1  Macrovision Guarantee

     12.1.1 In consideration for the benefits conferred on it herein,
            Macrovision unconditionally and irrevocably guarantees to the Vendor
            the full due and punctual performance and observance by the
            Purchaser of all the Purchaser's obligations, commitments,
            undertakings, warranties and indemnities under or pursuant to the
            terms of this Agreement and all other documents referred to in the
            Agreement. If the Purchaser fails in the full due and punctual
            performance and observance of its obligations hereunder and
            thereunder then Macrovision shall be liable for such obligations of
            the Purchaser as if it were a primary obligator and not a surety.

     12.1.2 The obligations of Macrovision under Clause 12.1:


                                       27


      [** Confidential treatment has been requested for certain provisions of
      this document]

            (i)   shall be continuing obligations and shall not be satisfied,
                  discharged, lessened, impaired or affected by any intermediate
                  payment or settlement of account or any change in the
                  constitution or control of, or the insolvency of, or any
                  liquidation, winding up or analogous proceedings relating to,
                  the Purchaser or any changes in the terms, conditions and
                  undertakings on the part of the Purchaser contained in this
                  Agreement or in any other document referred to in this
                  Agreement; and

            (ii)  shall not be discharged, prejudiced, lessened, affected or
                  impaired by any act, omission or circumstance whatsoever which
                  but for these provisions might operate to release or exonerate
                  the Purchaser from all or any part of such obligations or in
                  any way discharge, prejudice, lessen, affect or impair the
                  same.

12.2  Mr Rowlinson Guarantee

     12.2.1 In consideration for the benefits conferred on him herein, Mr
            Rowlinson unconditionally and irrevocably guarantees to the
            Purchaser the full due and punctual performance and observance by
            the Vendor of all the Vendor's obligations, commitments,
            undertakings, warranties and indemnities under or pursuant to the
            terms of this Agreement and all other documents referred to in the
            Agreement. If the Vendor fails in the full due and punctual
            performance and observance of its obligations hereunder and
            thereunder then Mr Rowlinson shall be liable for such obligations of
            the Vendor as if he were a primary obligator and not a surety,
            provided that the Vendor shall not seek to enforce the guarantee
            granted to it by Mr Rowlinson under this Clause 12.2 until it has
            first used all reasonable endeavours to pursue its rights against
            the Vendor.

     12.2.2 The obligations of Mr Rowlinson under Clause 12.2.1:

            (i)   shall be continuing obligations and shall not be satisfied,
                  discharged, lessened, impaired or affected by any intermediate
                  payment or settlement of account or any change in the
                  constitution or control of, or the insolvency of, or any
                  liquidation, winding up or analogous proceedings relating to,
                  the Vendor or any changes in the terms, conditions and
                  undertakings on the part of the Vendor contained in this
                  Agreement or in any other document referred to in this
                  Agreement; and

            (ii)  shall not be discharged, prejudiced, lessened, affected or
                  impaired by any act, omission or circumstance whatsoever which
                  but for these provisions might operate to release or exonerate
                  the Vendor from all or any part of such obligations or in any
                  way discharge, prejudice, lessen, affect or impair the same.

12.3  Limit on Mr Rowlinson's Liability

      The maximum liability of Mr Rowlinson pursuant to his obligations under
      Clause 12.2 of this Agreement shall be USD$[*].


                                       28


      [** Confidential treatment has been requested for certain provisions of
      this document]

13    Other Provisions

13.1  Announcements

     13.1.1 Pending and following Completion, the Vendor and the Purchaser
            shall, subject to the requirements of law or by any regulatory body,
            or the rules and regulations of any recognised stock exchange,
            consult together as to the terms of, the timetable for and manner of
            publication of, any formal announcement or circular to shareholders,
            employees, customers, suppliers, distributors and sub-contractors
            and to any recognised stock exchange or other authorities or to the
            media or otherwise which either party may desire or be obliged to
            make regarding this Agreement and transactions contemplated by this
            Agreement. The Vendor will consult with the Purchaser on any press
            release which the Vendor may desire to issue, and any such press
            release shall require the Purchaser's consent, which consent shall
            not be unreasonably withheld. The Purchaser will consult with the
            Vendor regarding any press releases that the Purchaser desires to
            issue following Completion, and any such press release shall require
            the Vendor's consent, which consent shall not be unreasonably
            withheld, except for the issue of the Press Release in the agreed
            terms as set out in Schedule 19.

     13.1.2 Subject to Clause 13.1.1, no party shall pending Completion make or
            authorise or issue any formal announcement or circular or other
            communication concerning the subject matter of this Agreement or any
            transaction referred to in or contemplated by this Agreement.

13.2  Entire Agreement

      This Agreement and the documents referred to herein (including, without
      limitation, any Related Agreements) set out the entire agreement and
      understanding between the parties in relation to the subject matter of
      this Agreement and each of the parties hereto hereby confirms that it has
      not entered into this Agreement in reliance upon any representation,
      warranty or undertaking which is not set out or referred to in this
      Agreement or any Related Agreements. Nothing in this Clause shall operate
      to limit or exclude liability for fraud.

13.3  Confidentiality

     13.3.1 This Agreement supersedes the Letter Agreement.

     13.3.2 Subject to Clause 13.3.6, during the period ending [*] from the
            date of Completion, each party shall treat as confidential and not
            disclose or use any information received or obtained as a result of
            entering into this Agreement (or any agreement entered into pursuant
            to this Agreement) which relates to:

            (i)   the provisions of this Agreement, any Related Agreement and
                  any agreement entered into pursuant to this Agreement;

            (ii)  the negotiations relating to this Agreement (and such other
                  agreements); or

            (iii) without prejudice to Clause 13.3.5, the other party's
                  business, financial or other affairs (including future plans
                  and targets) including, for the avoidance of doubt, any such
                  information provided by or obtained from any of the Relevant
                  Employees.


                                       29


     13.3.3 On Completion, the Vendor shall assign to the Purchaser, to the
            extent permitted by the terms of the relevant agreement, the benefit
            of any confidentiality agreements entered into by the Vendor in
            connection with the sale of the Business.

     13.3.4 Subject to Clause 13.3.6, the Vendor hereby undertakes that it
            shall not make use of or divulge or communicate to any person, and
            shall use its best endeavours to prevent the use, publication or
            disclosure of, any confidential information exclusively or primarily
            concerning the Business or any dealings, transactions or affairs or
            other information exclusively or primarily relating to the Business
            which it shall have received or obtained as an owner of the
            Business. For the avoidance of doubt, the Vendor shall not be
            prohibited from using or disclosing such information for the
            purposes of the Residual Business, to the extent that such
            information was not used exclusively in the Business by the Vendor
            as at or within 6 months prior to Completion.

     13.3.5 Confidential information for the purposes of Clause 13.3.4 shall
            include any information relating exclusively or primarily to the
            Business and, in particular shall, include:

            (i)   the business methods and information of the Vendor (to the
                  extent it relates exclusively or primarily to the Business),
                  including prices charged, discounts, given to customers or
                  obtained from suppliers, product development, marketing and
                  advertising programmes, costing, budgets, turnover, sales
                  targets or other financial information;

            (ii)  lists and particulars of any Business customers or prospective
                  customers and the individual contracts with such customers,

            whether or not in the case of documents or other written materials
            they are or were marked as confidential and whether or not, in the
            case of other information, such information is identified or treated
            by the Vendor as being confidential.

     13.3.6 Neither Clause 13.3.2 nor Clause 13.3.4 shall prohibit disclosure
            or use of any information if and to the extent:

            (i)   the disclosure or use is required by law, any regulatory body
                  or the rules and regulations of any recognised stock exchange;

            (ii)  the disclosure or use is required to vest the full benefit of
                  this Agreement in either party;

            (iii) the disclosure or use is required for the purpose of any
                  judicial proceedings arising out of this Agreement or any
                  other agreement entered into under or pursuant to this
                  Agreement or the disclosure is made to a Tax authority in
                  connection with the Tax affairs of the disclosing party;

            (iv)  the disclosure is made to professional advisers of the
                  Purchaser or the Vendor on terms that such professional
                  advisers undertake to comply with the provisions of Clause
                  13.3.2 in respect of such information as if they were a party
                  to this Agreement;

            (v)   the information becomes publicly available (other than by
                  breach of the Letter Agreement or of this Agreement);

            (vi)  the other party has given prior written approval to the
                  disclosure or use; or

            (vii) the information is independently developed after Completion,


                                       30


            provided that, prior to disclosure or use of any information
            pursuant to Clause 13.3.2(i),13.3.2(ii) or13.3.2(iii) (except in the
            case of disclosure to a Tax authority), the party concerned shall
            promptly notify the other party of such requirement with a view to
            providing the other party with the opportunity to contest such
            disclosure or use or otherwise to agree the timing and content of
            such disclosure or use.

13.4  Return of Documents etc.

      If Completion does not take place, the Purchaser shall forthwith return
      all written information of or relating to the Vendor or the Vendor's Group
      provided to the Purchaser or its advisers (the "Confidential Information")
      which is in the Purchaser's possession or under the Purchaser's custody
      and control without keeping any copies thereof provided that the
      Purchaser's advisers may keep one copy of any document in their possession
      for record purposes without prejudice to any duties of confidentiality in
      relation to such Confidential Information contained in this Agreement or
      the Letter Agreement.

13.5  Successors and Assigns

     13.5.1 Subject to Clause 13.5.2, this Agreement is personal to the parties
            to it. Accordingly, neither the Purchaser nor the Vendor may,
            without the prior written consent of the other, assign the benefit
            of all or any of the other's obligations under this Agreement, nor
            any benefit arising under or out of this Agreement except as
            contemplated by Clause 13.5.2.

     13.5.2 Except as otherwise expressly provided in this Agreement, either
            the Vendor or the Purchaser may, without the consent of the other,
            assign to a connected company the benefit of all or any of the other
            party's obligations under this Agreement. For the purposes of this
            sub-clause a "connected company" is a company which is a subsidiary
            of the party concerned or which is a holding company of such party
            or a subsidiary of such holding company. 13.6 Third Party Rights A
            person who is not a party to this Agreement has no right under the
            Contracts (Rights of Third Parties) Act 1999 to enforce any term of
            this Agreement.

13.7  Variation etc.

     13.7.1 No variation of this Agreement shall be effective unless in writing
            and signed by or on behalf of each of the parties to this Agreement.

     13.7.2 For the purposes of Section 2 of the Law of Property (Miscellaneous
            Provisions) Act 1989, this Agreement shall be deemed to incorporate
            all documents directly or indirectly required to be executed
            pursuant to it.

13.8  Time of the Essence

      Time shall be of the essence of this Agreement both as regards any dates,
      times and periods mentioned and as regards any dates, times and periods
      which may be substituted for them in accordance with this Agreement or by
      agreement in writing between parties.


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      [** Confidential treatment has been requested for certain provisions of
      this document]

13.9  Costs

      The Vendor shall bear all costs incurred by it in connection with the
      preparation, negotiation and entry into of this Agreement and the sale of
      the Business. The Purchaser shall bear all such costs incurred by it.

13.10 Interest

      If the Vendor or the Purchaser defaults in the payment when due of any sum
      payable under this Agreement (howsoever determined) the liability of the
      Vendor or the Purchaser (as the case may be) shall be increased to include
      interest on such sum from the date when such payment is due until the date
      of actual payment (as well after as before judgment) at a rate per annum
      of [*] per cent above the base rate from time to time of Barclays Bank
      PLC. Such interest shall accrue from day to day and shall be compounded
      with monthly rests.

13.11 Grossing-up of Indemnity Payments, VAT

    13.11.1 Where any payment is made under this Agreement pursuant to an
            indemnity, compensation or reimbursement provision and that sum is
            subject to a charge to taxation in the hands of the recipient, then
            to the extent that such charge to taxation would not have arisen had
            any amounts, for the loss of which indemnity is made, compensation
            or reimbursement made, been received the sum payable shall be
            increased to such sum as will ensure that after payment of such
            taxation (and after giving credit for any tax relief available to
            the recipient in respect of the matter giving rise to the payment)
            the recipient shall be left with a sum equal to the sum that it
            would have received in the absence of such a charge to taxation.

    13.11.2 Where any sum (the "Indemnity Sum") constituting an indemnity,
            compensation or reimbursement to any party to this Agreement (the
            "Recipient") is paid to a person other than the Recipient but is
            treated as taxable in the hands of the Recipient except to the
            extent that Clause 13.11.1 is or has been applied to the Indemnity
            Sum, the payer shall promptly pay to the Recipient such sum as shall
            reimburse the Recipient for all Taxes suffered by it in respect of
            the payment (after giving credit for any tax relief available to the
            Recipient in respect of the matter giving rise to the payment).

    13.11.3 Where under the terms of this Agreement one party is liable to
            indemnify or reimburse another party in respect of any costs,
            charges or expenses, the payment shall include an amount equal to
            any VAT thereon not otherwise recoverable by the other party,
            subject to that party using all reasonable endeavours to recover
            such amount of VAT as may be practicable.

    13.11.4 If any payment made by the Vendor to the Purchaser or by the
            Purchaser to the Vendor under this Agreement constitutes the
            consideration for a taxable supply for VAT purposes, then in
            addition to that payment the payer shall pay any VAT due.

13.12 Notices

    13.12.1 Any notice or other communication in connection with this
            Agreement or with any arbitration or intended arbitration under this
            Agreement shall be in writing in English (a "Notice") and shall be
            sufficiently given or served if delivered or sent:

            In the case of the Vendor to:

                                       Manor Park Avenue
                                           Manor Park


                                       32


            Cheshire WA7 I1L
            United Kingdom

            Fax: 01928 579 701
            Attention: The Company Secretary

            In the case of the Purchaser:

            Woodley House, Crockhamwell Road, Woodley RG5 3JP
            United Kingdom

            Fax: 020 8839 0409
            Attention: The Company Secretary


                                       33


            In the case of Macrovision to:

            1341 Orleans Drive
            Sunnyvale, CA 94089

            Fax: 001 408 743 8610
            Attention: Chief Financial Officer

            In the case of Mr Rowlinson to:

            The Kennels
            Park Lane, Higher Walton
            Warrington WA4 5LH
            United Kingdom

            Fax: o
            Attention: Mr Rowlinson

            or (in any case) to such other address or fax number in the United
            Kingdom as the relevant party may have notified to the other in
            accordance with this Clause.

    13.12.2 Any Notice may be delivered by hand or sent by courier, fax or
            prepaid first class post. Without prejudice to the foregoing, any
            Notice shall conclusively be deemed to have been received on the
            next working day in the place to which it is sent, if sent by
            courier or fax, or 60 hours from the time of posting, if sent by
            post, or at the time of delivery, if delivered by hand.

13.13 Appointment of Process Agent by Macrovision

    13.13.1 Macrovision hereby irrevocably appoints the Purchaser as its agent
            to accept service of process in England in any legal action or
            proceedings arising out of this Agreement, service upon whom shall
            be deemed completed whether or not forwarded to or received by
            Macrovision.

    13.13.2 The Purchaser on behalf of Macrovision shall inform the Vendor, in
            writing, of any change in the address of the process agent of
            Macrovision within 28 days.

    13.13.3 If such process agent ceases to be able to act as such or to have
            an address in England, Macrovision irrevocably agrees to appoint a
            new process agent in England acceptable to the Vendor and to deliver
            to the Vendor within 14 days a copy of a written acceptance of
            appointment by the process agent.

    13.13.4 Nothing in this Agreement shall affect the right to serve process
            in any other manner permitted by law or the right to bring
            proceedings in any other jurisdiction for the purposes of the
            enforcement or execution of any judgement or other settlement in any
            other courts.

13.14 Severance

      If any term or provision of this Agreement is held to be illegal or
      unenforceable, in whole or in part, under any enactment or rule of law,
      such term or provision or part shall to that extent be deemed not to form
      part of this Agreement, but the enforceability of the remainder of this
      Agreement shall not be affected thereby.


                                       34


13.15 Counterparts

      This Agreement may be executed in any number of counterparts, all of which
      taken together shall constitute one and the same instrument. Any party may
      enter into this Agreement by executing any such counterpart.

13.16 Governing Law and Submission to Jurisdiction

    13.16.1 This Agreement and the documents to be entered into pursuant to it
            shall be governed by and construed in accordance with English law.

    13.16.2 The parties irrevocably agree that the courts of England are to
            have exclusive jurisdiction to settle any disputes which may arise
            out of or in connection with this Agreement and the documents to be
            entered into pursuant to it. The parties irrevocably submit to the
            jurisdiction of such courts and waive any objection to proceedings
            in any such court on the ground of venue or on the ground
            proceedings have been brought in an inconvenient forum.

Executed as an Agreement.


                                       35


SIGNED by John Rowlinson
on behalf of
Productivity Through Software plc      }

Date: 4 October 2000

SIGNED by David Simmons                          as attorney for
on behalf of                                     C-Dilla Limited
C-Dilla  Limited                       }         

Date: 4 October 2000

Name

Address

Occupation

SIGNED by David Simmons                          as attorney for
on behalf of                                     Macrovision Corporation
Macrovision Corporation                }         

Date: 4 October 2000

Name

Address

Occupation

SIGNED by Mr John Rowlinson


                                       36