Letter Agreement Offering to Repurchase Shares - Macrovision Corp. and Command Audio Corp.


                            [MACROVISION LETTERHEAD]

                                December 6, 1996


Command Audio Corporation
805 Veterans Blvd.
Redwood City, CA 94063

Attn:  Manny Krakaris, Chief Financial Officer

Re:  Offer to Repurchase 100,000 Shares of Macrovision Common Stock

Gentlemen:

     Pursuant to the Restricted Stock Acquisition Agreement between Command 
Audio Corporation ('CAC') and Macrovision Corporation ('Macrovision'), dated as 
of July 31, 1996, and amended as of November 29, 1996 (the 'Agreement'), you 
now hold 100,000 shares of Macrovision common stock that are vested shares 
under the Agreement.

     Macrovision hereby offers to repurchase all, but not less than all, of 
such 100,000 shares at the price of $5.00 per share (with such number of shares 
and per share price to be adjusted proportionately in the event of any stock 
split of Macrovision common stock occurring between the date hereof and the 
date of repurchase).  This offer shall remain in effect, and may not be 
modified or withdrawn by Macrovision without the prior written approval of CAC, 
for a period of ninety (90) days from the date hereof.  This offer 
automatically shall terminate and shall be null and void if it is not accepted 
by written notice of acceptance delivered to the Chief Financial Officer of 
Macrovision on or before 5:00 p.m. Pacific Standard Time on March 4, 1997.

     Repurchase of the shares shall be concluded within five business days 
following acceptance of the offer.  CAC may assign its right to receive any 
payment for shares of Macrovision common stock that may become due as a result 
of the acceptance of this offer.

                                       Very truly yours,

                                       /s/  Victor Viegas

                                       Victor Viegas
                                       Chief Financial Officer