Strategic Investment Agreement - Digimarc Corp. and Macrovision Corp.


                         STRATEGIC INVESTMENT AGREEMENT

                                     between

                              DIGIMARC CORPORATION

                                       and

                             MACROVISION CORPORATION

                         Dated as of September 17, 2000


                                Table of Contents

                                                                            Page

ARTICLE I. Purchase and Sale of Additional Shares............................2
         1.1  Purchase and Sale of the Additional Shares.....................2
         1.2  The Closing....................................................2
         1.3  JDA Amendment..................................................2

ARTICLE II. Representations and Warranties...................................3
         2.1  Representations and Warranties of the Company..................3
         2.2  Representations and Warranties of the Investor................10

ARTICLE III. Covenants......................................................12
         3.1  [Reserved]....................................................12
         3.2  Investor's Standstill Agreement...............................12
         3.3  Transfer......................................................13
         3.4  Compliance with Section 13....................................14
         3.5  Director Appointments and Election............................14

ARTICLE IV. Registration Rights.............................................15
         4.1  Legend........................................................15
         4.2  Registration on Form S-3......................................16
         4.3  Piggyback Registration........................................17
         4.4  Registration Procedures.......................................18
         4.5  Delay of Registration; Furnishing Information.................20
         4.6  Termination of Registration Rights............................21
         4.7  Indemnification...............................................21
         4.8  Assignment of Registration Rights.............................23
         4.9  Limitation on Subsequent Registration Rights..................24
         4.10 Market Stand-Off Agreement....................................24
         4.11 Rule 144 Reporting............................................24

ARTICLE V. Additional Agreements............................................25
         5.1  Consents; Approvals...........................................25
         5.2  Procedural Safeguards.........................................25

ARTICLE VI. Conditions Precedent............................................26
         6.1  Investor Conditions to Closing................................26
         6.2  Company Conditions to Closing.................................28

ARTICLE VII. Miscellaneous..................................................29
         7.1  Fees and Expenses.............................................29
         7.2  Severability..................................................29
         7.3  Consent to Jurisdiction.......................................30
         7.4  Dispute Resolution Procedures.................................30
         7.5  Brokers.......................................................32
         7.6  Entire Agreement; Amendments..................................33
         7.7  Notices.......................................................33


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         7.8  No Waiver.....................................................34
         7.9  Heading.......................................................34
         7.10 Successors and Assigns........................................34
         7.11 No Third Party Beneficiaries..................................35
         7.12 Governing Law.................................................35
         7.13 Further Assurances............................................35
         7.14 Relationship of the Parties...................................35
         7.15 Publicity.....................................................35
         7.16 Number and Gender of Words....................................36
         7.17 Interpretation................................................36
         7.18 Counterparts..................................................36


                                       ii


                                TABLE OF EXHIBITS

Exhibit A - Definitions
Exhibit B - JDA Amendment
Exhibit C - Schedule of Exceptions
Exhibit D - Director Agreement



                              DIGIMARC CORPORATION

                         STRATEGIC INVESTMENT AGREEMENT

      THIS STRATEGIC INVESTMENT AGREEMENT (this "Agreement") is made as of
September 17, 2000 by and between MACROVISION CORPORATION, a Delaware
corporation (the "Investor"), and DIGIMARC CORPORATION, a Delaware corporation
(the "Company"), (each a "Party", collectively, the "Parties"). Capitalized
terms used in this Agreement and not otherwise defined are defined in Exhibit A,
attached hereto and incorporated by reference herein.

      A. The Investor and the Company believe that a more extensive business
relationship between them would be mutually advantageous.

      B. As part of such current and potential business relationship, the
Parties desire that the Investor further increase its equity stake in the
Company by purchasing additional shares of the Company's Common Stock (the
"Common Stock", and such shares, the "Additional Shares") at a purchase price of
the lower of (i) $20.00 per share and (ii) the price to be paid for the Common
Stock by Koninklijke Philips Electronics N.V. or an Affiliate thereof
("Philips") for the purchase of approximately twelve percent (12%) of the issued
and outstanding Common Stock pursuant to the Strategic Investment Agreement
between the Company and Philips of even date herewith (the "Philips Strategic
Investment Agreement"), such that after its purchase of the Additional Shares
the Investor will hold an aggregate amount of Common Stock equal to the
Macrovision Percentage (defined below). The "Macrovision Percentage" of the
Common Stock shall be an amount equal to twelve and five tenths of a percent
(12.5%) of the issued and outstanding Common Stock at the Closing, including the
924,475 shares of Common Stock currently owned by the Investor (the "Original
Shares") and the Additional Shares to be issued to the Investor hereunder and
the shares issued or to be issued pursuant to the Philips Strategic Investment
Agreement, but excluding shares subject to warrants, options or other contracts
for the sale of the Common Stock existing on the date of this Agreement. If the
Company issues any warrants, options or other contracts for the purchase of
Common Stock after the date of this Agreement but prior to the Closing (other
than pursuant to the Company's existing employee stock purchase plans), then the
Investor may purchase (at its option) a number of shares of Common Stock such
that the Macrovision Percentage may be calculated including the Common Stock
available for issuance under such warrants, options and other contracts.

      NOW, THEREFORE, in consideration of the mutual promises contained herein
and made pursuant hereto, and good and valuable consideration, receipt of which
is hereby acknowledged, the Parties hereto do hereby agree as follows:


                                       1


                                   ARTICLE I.

                          Purchase and Sale of Additional Shares

1.1 Purchase and Sale of the Additional Shares.

      Subject to the terms and conditions hereof, the Company will issue and
sell to the Investor, and the Investor will purchase from the Company, at the
Closing (defined in Section 1.2), that number of Additional Shares at a purchase
price per share (the "Share Price") equal to the lower of (a) $20.00 per share
and (b) the price for the Common Stock to be paid by Philips pursuant to the
Philips Strategic Investment Agreement, such that the Investor will hold an
aggregate amount of Common Stock equal to the Macrovision Percentage. The "Total
Purchase Price" shall be the Share Price multiplied by the number of Additional
Shares purchased by the Investor, such number of shares when taken together with
the Original Shares not to exceed the Macrovision Percentage.

1.2 The Closing.

      The purchase and sale of the Additional Shares shall take place at the
offices of Morrison & Foerster LLP, 425 Market Street, San Francisco,
California, on October 19, 2000, or at such other time and place as the Company
and the Investor mutually agree upon orally or in writing (the "Closing"). At
the Closing, the Company shall deliver to the Investor a stock certificate
representing the Additional Shares purchased by the Investor, and the Investor
shall pay the Total Purchase Price by wire transfer of immediately available
funds in the manner requested by the Company, all in accordance with Section
1.1.

1.3 JDA Amendment.

      On the date hereof the Parties will execute an amendment to the Joint
Development Agreement between them, dated as of August 22, 1997 and as
previously amended, which is attached hereto as Exhibit B (the "JDA Amendment").
Pursuant to the JDA Amendment, the Investor has agreed to prepay the minimum
royalties due thereunder and, as additional consideration for such acceleration,
the Company has agreed to reduce the total amount due thereunder to $2,000,000,
payable over four (4) quarters, starting with the calendar quarter ending
September 30, 2000. The remaining terms and conditions are more fully set forth
in the JDA Amendment.


                                       2


                                  ARTICLE II.

                         Representations and Warranties

2.1 Representations and Warranties of the Company.

      Except as set forth on the Schedule of Exceptions, attached hereto as
Exhibit C ("Schedule of Exceptions"), or as disclosed in the SEC Documents (as
defined in Section 2.1(f)), the Company represents and warrants to the Investor
as follows:

      (a) Organization and Qualification.

      The Company is a corporation duly organized and existing in good standing
under the laws of the jurisdiction in which it is incorporated, and has the
requisite corporate power to own its properties and to carry on its business as
now being conducted. The Company is duly qualified as a foreign corporation to
do business and is in good standing in every jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification
necessary and where the failure to qualify would have a Material Adverse Effect
with respect to the Company.

      (b) Authorization; Enforcement.

      The Company has the requisite corporate power and authority to enter into
and perform this Agreement and to issue the Additional Shares in accordance with
the terms hereof. The execution and delivery by the Company of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by the Company's Board of Directors, and no further consent or
authorization of the Company or its Board of Directors or stockholders is
required. This Agreement has been duly executed and delivered by the Company.
Subject to the Company's receipt of the Total Purchase Price, this Agreement
constitutes the valid and binding obligation of the Company enforceable against
the Company in accordance with its respective terms, except as such
enforceability may be limited by applicable insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by equitable principles of
general application.

      (c) Capitalization.

      The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock, of which as of September 13, 2000, 13,085,930 shares were
issued and outstanding and 5,000,000 shares of Preferred Stock, none of which is
outstanding. All of such outstanding shares have been validly issued and are
fully paid and nonassessable. As of September 15, 2000, the Company has: (1)
granted options to purchase a total of 4,028,438 shares of Common Stock; (2)
issued warrants covering 150,000 shares of Common Stock; (3) not entered into
other contracts covering the future issuance of any shares of Common Stock; (4)
reserved for issuance 1,167,470 shares of Common Stock under its employee stock
option plans; and (5) reserved for issuance 575,603 shares of 


                                       3


Common Stock under its employee stock purchase plans. The Company has furnished
to the Investor true and correct copies of the Company's Certificate of
Incorporation as in effect on the date hereof (the "Certificate of
Incorporation") and the Company's By-laws, as in effect on the date hereof (the
"By-laws").

      (d) Validity of Additional Shares.

      The Additional Shares, when issued in accordance with the terms of this
Agreement, will be validly issued, fully paid and nonassessable.

      (e) No Conflicts.

      The execution, delivery and performance by the Company of this Agreement
and the consummation by the Company of the transactions contemplated hereby do
not (i) result in a violation of the Company's Certificate of Incorporation or
By-laws, or (ii) conflict with, or constitute a default (or an event which with
material notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
any material agreement, material indenture or material instrument to which the
Company is a Party, or result in a violation of any law, rule, regulation,
order, judgment or decree applicable to the Company or by which any property or
asset of the Company is bound or affected (except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would
not, individually or in the aggregate, have a Material Adverse Effect on the
Company). No action, suit, dispute or proceeding is pending or, to the best
knowledge of the Company, threatened against the Company which, if adversely
determined, would prevent the Company from carrying out its obligations under
this Agreement or which would have a Material Adverse Effect on the Company or
on any of the Company's Intellectual Property (as defined in Section 2(m)(i)
hereof). The business of the Company is not being conducted in violation of any
law, ordinance or regulation of any Governmental Authority, except for possible
violations which either singly or in the aggregate do not and will not have a
Material Adverse Effect with respect to the Company. Except as contemplated by
this Agreement, the Company is not required to obtain any consent, authorization
or order of, or make any filing or registration with, any court or Governmental
Authority in order for it to execute, deliver or perform any of its obligations
under this Agreement.

      (f) SEC Documents, Financial Statements.

      Since December 7, 1999, the Company has filed all reports, schedules,
forms, statements and other documents required to be filed by it with the SEC
pursuant to the reporting requirements of the Exchange Act (all filings with the
SEC since such date through the date of this Agreement are hereinafter the "SEC
Documents"). As of their respective dates, the SEC Documents complied in all
material respects with the requirements of the Exchange Act and the rules and
regulations of the SEC promulgated thereunder applicable to such SEC Documents,
and none of the SEC Documents (when read together with all exhibits included
therein and financial statement schedules thereto 


                                       4


and documents (other than exhibits) incorporated by reference) contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
financial statements of the Company included in the SEC Documents comply as to
form in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto. Such financial
statements have been prepared in accordance with U.S. generally accepted
accounting principles ("GAAP") applied on a consistent basis during the periods
involved (except (i) as may be otherwise indicated in such financial statements
or the notes thereto, or (ii) in the case of unaudited interim statements, to
the extent they may not include footnotes or year-end adjustments or may be
condensed or summary statements) and fairly present in all material respects the
consolidated financial position of the Company as of the dates thereof and the
consolidated results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments).

      (g) Liabilities.

      The Company has no debt, obligation, duty or liability of any nature
including any unknown, undisclosed, unmatured, unaccrued, unasserted,
contingent, indirect, conditional, implied, vicarious, derivative, joint,
several or secondary liability, regardless of whether such debt, obligation,
duty or liability would be required to be disclosed on a balance sheet prepared
in accordance with GAAP, consistently applied, and regardless of whether such
debts, obligations, duties or liabilities are immediately due and payable
(hereinafter, "Liabilities"), and the executive officers of the Company have no
knowledge that could result in any such debts, obligations, duties or
liabilities of the Company except:

            (i) Those Liabilities disclosed in the SEC Documents; or

            (ii) Those Liabilities reflected or reserved against on the
Company's June 30, 2000 balance sheet (the "Interim Balance Sheet") or incurred
by the Company in the ordinary course of business since June 30, 2000, none of
which individually or in the aggregate had or will have a Material Adverse
Effect on the business of the Company or its property, assets, financial
condition, earnings, profits or prospects or which would have a material adverse
effect on any of the Intellectual Property.

      (h) Offering.

      Assuming (i) the accuracy of the representations and warranties of the
Investor contained in Section 2.2 hereof and (ii) that the principal office of
the Investor is at 1341 Orleans Drive, Sunnyvale, California, the offer,
issuance, and sale of the Additional Shares are and will be exempt from the
registration and prospectus delivery requirements of the Securities Act and are
exempt from the registration, permit, or qualification requirements of all
applicable state securities laws.


                                       5


      (i) Subsidiaries.

      The Company does not presently own or control, directly, or indirectly,
any interest in any other corporation, association, partnership, or other
business entity.

      (j) Litigation.

      There are no civil, criminal or administrative actions, suits, claims,
hearings or proceedings pending, initiated or, to the best knowledge of the
executive officers of the Company, threatened, against the Company which, if
decided adversely, are reasonably expected to have a Material Adverse Effect
with respect to the Company. There are no actions, suits, claims, hearings or
proceedings pending, initiated or, to the best knowledge of the Company,
threatened, by the Company against any other Person for claims in excess of
$500,000.

      (k) Watermarking Technology.

      There is no present intention by the Company to depart from its business
plan of aggressively developing and marketing its watermarking technology.

      (l) Absence of Certain Changes.

      Since the date of the Company's most recent quarterly report filed with
the SEC (the "Audit Date"), the Company has conducted its businesses only in,
and has not engaged in any material transaction other than according to, the
ordinary and usual course of its business. Without limiting the generality of
the foregoing, since the Audit Date there has not been any damage, destruction
or other casualty or loss with respect to any asset or property owned, leased or
otherwise used by the Company or any of its subsidiaries, whether or not covered
by insurance, which will have a Material Adverse Effect on the Company.

      (m) Intellectual Property.

            (i) The Company is the sole legal and beneficial owner of all
intellectual property, proprietary technology and proprietary information held
or used in the business of the Company (the "Intellectual Property"), except for
Intellectual Property that is the subject of any license for Third Party
Intellectual Property Rights (a "Third Party Intellectual Property License") or
commercially available or user licenses. Notwithstanding the foregoing, the
Company makes no warranty about third party patents that have not, to the
knowledge of the Company's executive officers, been asserted in writing against
the Company as of the date hereof, other than: (A) third party patents that the
Company has asked outside legal counsel to analyze to determine whether such
patents apply to the Company's products; (B) any third-party patent for which
the Company's in-house attorneys have prepared a written analysis relating to
the relevance of such patent to the Company's products; (C) third-party patents
that have been identified by or brought to the attention to any of the executive
officers of the Company (which includes its Chief Technology Officer and the
general managers of each of its 


                                       6


three lines of business) or the Vice President of Engineering or the Vice
President of Corporate Development of the Company as being potentially infringed
by the Company's products or methods, or (D) third party patents that the
Company is willfully infringing.

            (ii) With the exception of immaterial licenses and agreements
entered into in the normal course of business and except for as set forth in the
Schedule of Exceptions, the Company has not entered into any contracts or
created any encumbrances which affect the Intellectual Property or restrict the
use by the Company of the Intellectual Property in any way.

            (iii) The Company is in compliance in all material respects with all
Third Party Intellectual Property Licenses.

            (iv) The Company is not, nor will it be as a result of the execution
and delivery of this Agreement or the performance of obligations hereunder in
violation or breach of any contracts as to which the Company licenses or
sublicenses the Intellectual Property or any Third Party Intellectual Property
Licenses.

            (v) The Company has the right to license to third parties the use of
the Intellectual Property other than commercially available and user software
licenses and other than the Intellectual Property that, in the aggregate, would
be immaterial to the Company's business.

            (vi) All registrations and filings relating to the Company's
Intellectual Property are in good standing. All maintenance and renewal fees
necessary to preserve the rights of the Company in respect of its Intellectual
Property have been made. The registrations and filings relating to the Company's
Intellectual Property are proceeding, and there are no facts of which the
executive officers of the Company have knowledge which could significantly
undermine those registrations or filings or reduce to a significant extent the
scope of protection of any patents arising from such applications beyond that
which ordinarily might occur in a patent prosecution proceeding. Notwithstanding
the foregoing, the Company only makes the foregoing warranties under this
subsection (vi) to the knowledge of the Company's executive officers as of the
Closing as applied to the Third Party Intellectual Property Rights.

            (vii) The manufacturing, marketing, distribution or sale of any
product currently manufactured, marketed, distributed or sold by, or identified
for development by, the Company, any of its subsidiaries, licensees or
sublicensees in the countries where the Company has conducted or proposes to
conduct such activities does not and would not infringe, induce infringement or
contributorily infringe the intellectual property rights throughout the world of
any third party (collectively, "Third Party Intellectual Property Rights"),
except the Company makes no warranty about third party patents that have not, to
the knowledge of the Company's executive officers, been asserted in writing
against the Company as of the date hereof, other than: (A) third party patents
that the Company has asked outside legal counsel to analyze to determine whether
such patents apply to the Company's products; (B) any third-party patent for
which the Company's in-house 


                                       7


attorneys have prepared a written analysis relating to the relevance of such
patent to the Company's products; (C) third-party patents that have been
identified by or brought to the attention to any of the executive officers of
the Company or the Vice President of Engineering or the Vice President of
Corporate Development of the Company as being potentially infringed by the
Company's products or methods, or (D) third party patents that the Company is
willfully infringing.

            (viii) Except as set forth in the Schedule of Exceptions, there are
no allegations, claims or proceedings instituted or pending which challenge the
rights possessed by the Company to use the Intellectual Property or the validity
or effectiveness of the Intellectual Property, including without limitation any
interferences, oppositions, cancellations or other contested proceedings.

            (ix) There are no outstanding claims or proceedings instituted or
pending by any third party challenging the ownership, priority, scope or
validity or effectiveness of any Intellectual Property.

            (x) There are no Third Party Intellectual Property Rights that would
be infringed by the continued practice of any technologies previously used or
presently used by the Company, except the Company makes no warranty about third
party patents that have not, to the knowledge of the Company's executive
officers, been asserted in writing against the Company as of the date hereof,
other than: (A) third party patents that the Company has asked outside legal
counsel to analyze to determine whether such patents apply to the Company's
products; (B) any third-party patent for which the Company's in-house attorneys
have prepared a written analysis relating to the relevance of such patent to the
Company's products; (C) third-party patents that have been identified by or
brought to the attention to any of the executive officers of the Company or the
Vice President of Engineering or the Vice President of Corporate Development of
the Company as being potentially infringed by the Company's products or methods,
or (D) third party patents that the Company is willfully infringing.

            (xi) Except as set forth in the Schedule of Exceptions, to the
knowledge of the executive officers of the Company, there is no unauthorized
use, infringement or misappropriation of the Intellectual Property by any third
party, including any employee or former employee of the Company or any of its
subsidiaries, except for use, infringement or misappropriation that would not
have a Material Adverse Effect.

            (xii) The Company has taken commercially reasonable measures to
maintain the confidentiality of the inventions, trade secrets, formulae,
know-how, technical information, research data, research raw data, laboratory
notebooks, procedures, designs, proprietary technology and information of the
Company, and all other information the value of which to the Company is
contingent upon maintenance of the confidentiality thereof.


                                       8


      (n) Payments.

      To the knowledge of the executive officers of the Company, none of the
current stockholders, directors, officers, representatives, agents or employees
of the Company (i) has used or is using any corporate funds for any illegal or
improper contributions, gifts, entertainment or other unlawful expenses, (ii)
has used or is using any corporate funds for any direct or indirect unlawful or
improper payments to any domestic government officials or employees, (iii) has
established or maintained, or is maintaining, any unlawful, improper or
unrecorded fund of corporate monies or other properties, (iv) has made any false
or fictitious entries on the books and records of the Company, (v) has made any
bribe, rebate, payoff, influence payment, kickback or other unlawful or improper
payment of any nature using corporate funds or otherwise on behalf of the
Company, or (vi) has made any material favor or gift that is not deductible for
federal income tax purposes using corporate funds or otherwise on behalf of the
Company.

      (o) Registration Rights.

      The Company has not granted registration rights with respect to the
Company's securities, except as set forth in the Company's Second Amended and
Restated Investor Rights Agreement, dated as of November 2, 1999.

      (p) Full Disclosure.

      No representation or warranty made by the Company in this Agreement nor
any of the exceptions, qualifications or other information set forth in the
Schedule of Exceptions (i) contains any statement that is false or misleading
with respect to any material fact, or (ii) omits to state any material fact that
is necessary to make the statements made in the context in which made, not false
or misleading. Notwithstanding anything in the foregoing to the contrary,
nothing in this Agreement shall require the Company to provide to the Investor
information which (A) the Company must, under confidentiality obligations to
third parties, not disclose to the Investor; (B) is protected by the
attorney-client privilege of the Company; or (C) is the Company's attorney work
product.

      (q) Disclaimer.

      The Company shall not be deemed to have made to the Investor any
representation or warranty other than as expressly made by the Company in this
Section 2.1. Without limiting the generality of the foregoing, and without
prejudice to any express representations and warranties made by the Company in
this Section 2.1, the Company makes no representation or warranty to the
Investor with regard to any projections, estimates or budgets or as to any
matters addressed in other materials previously delivered to or made available
to the Investor with respect to future revenues, expenses, expenditures or
future results of operations. Within the limits of the foregoing disclaimer,
nothing in this Section 2.1(q) shall limit any remedy that may be available to
the Investor pursuant to Applicable Law.


                                       9


2.2 Representations and Warranties of the Investor.

      The Investor hereby makes the following representations and warranties to
the Company:

      (a) Authorization; Enforcement.

      The Investor is a corporation duly organized and existing in good standing
under the laws of the jurisdiction in which it is incorporated, and has the
requisite corporate power and authority to enter into and perform this
Agreement. The execution and delivery of this Agreement by the Investor and the
consummation by the Investor of the transactions contemplated hereby have been
duly authorized by all necessary corporate action, and no further consent or
authorization of the Investor or its Board of Directors or stockholders is
required. This Agreement has been duly authorized, executed and delivered by the
Investor. Upon receipt of the Additional Shares, this Agreement constitutes a
valid and binding obligation of the Investor enforceable against the Investor in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally the enforcement of, creditors' rights and
remedies or by other equitable principles of general application.

      (b) Present Ownership.

      Other than the Original Shares and the Additional Shares to be acquired
pursuant to this Agreement, the Investor does not Beneficially Own any other
securities issued by the Company.

      (c) Investment Intent.

      The Investor is acquiring the Additional Shares solely for the purpose of
investment within the meaning of 16 C.F.R. Section 802.9. Based upon the
Company's representation in Section 2.1(c) regarding its issued and outstanding
stock, as a result of this investment, the Investor and all other entities
controlled by the Investor will not own more than 12.5% of the outstanding
voting securities of the Company. As used in the preceding sentence, the term
"controlled" shall have the meaning set forth in 16 C.F.R. Section 801.1(b).
This representation and warranty is made solely for the purpose of determining
the applicability to the transactions contemplated by this Agreement of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act").

      (d) No Conflicts.

      The execution, delivery and performance of this Agreement by the Investor
and the consummation by the Investor of the transactions contemplated hereby do
not (i) result in a violation of the Investor's certificate of incorporation or
by-laws or (ii) conflict with, or constitute a default (or an event which with
material notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
any material agreement, material 


                                       10


indenture or material instrument to which the Investor or any of its
subsidiaries is a Party, or result in a violation of any law, rule, regulation,
order, judgment or decree applicable to the Investor, any of its subsidiaries or
by which any property or asset of the Investor or any of its subsidiaries is
bound or affected (except in the case of subclause (ii) for such conflicts,
defaults, terminations, amendments, accelerations, cancellations and violations
as would not, individually or in the aggregate, have a Material Adverse Effect
with respect to the Investor or materially impair the Investor's ability to
perform its obligations under this Agreement). No action, suit, dispute or
proceeding is pending or, to the best knowledge of the Investor, threatened
against the Investor which, if adversely determined, would prevent the Investor
from carrying out its obligations under this Agreement. Except as contemplated
by this Agreement, the Investor is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of its
obligations under this Agreement or to purchase the Additional Shares in
accordance with the terms hereof.

      (e) Investment Representation.

      The Investor understands and acknowledges that none of the Additional
Shares have been registered or qualified under the federal or applicable state
securities laws and the Additional Shares are being sold to and purchased by the
Investor in reliance upon applicable exemptions from such registration and
qualification requirements. The Investor is an "Accredited Investor" within the
meaning of the federal securities laws and acknowledges that it has been
furnished with access to, and has been afforded access to, and afforded the
opportunity to ask questions and receive answers concerning such information
pertaining to the Additional Shares, the Company, and its assets and liabilities
as it deemed necessary to decide whether to purchase the Additional Shares
pursuant to the terms of this Agreement. The Additional Shares will be acquired
by the Investor for investment only and not with a view to any public
distribution thereof. The Investor understands that the Additional Shares are
"Restricted Securities" within the meaning of the federal securities laws. The
Investor agrees that it will not offer to sell or otherwise dispose of any of
the Additional Shares in violation of the registration and qualification
requirements of the federal and applicable state securities laws. All
certificates to be delivered at the Closing evidencing the Additional Shares
will contain appropriate legends incorporating any applicable securities laws
restrictions.

      (f) Disclaimer.

      The Investor shall not be deemed to have made to the Company any
representation or warranty other than as expressly made by the Investor in this
Section 2.2. Without limiting the generality of the foregoing, and without
prejudice to any express representations and warranties made by the Investor in
this Section 2.2, the Investor makes no representation or warranty to the
Company with regard to any issues related to projections, estimates or budgets
or other matters previously delivered to or made available to the Company with
respect to future revenues, expenses, expenditures or 


                                       11


future results of operations. Nothing in this Section 2.2(f) shall limit any
remedy that may be available to Company pursuant to Applicable Law.

                                  ARTICLE III.

                                    Covenants

3.1 [Reserved].

3.2 Investor's Standstill Agreement.

      (a) Standstill Period.

      Subject to subsection (b) below, during the period commencing on the
Closing and ending on the first anniversary of the Closing (the "Standstill
Period"), the Investor agrees that, except as specifically permitted by this
Agreement, the Investor and each of its Affiliates will not, in any manner,
directly or indirectly:

            (i) acquire, or offer or agree to acquire, any Common Stock of the
Company or any of its successors, except by way of stock dividends or other
distributions or offerings made available to holders of Common Stock generally,
provided, however, that the Investor or its Affiliates may acquire securities if
after the acquisition thereof the Investor and its Affiliates would hold in the
aggregate less than 12.5% of the Company's outstanding Common Stock (assuming
the full conversion and exercise of all securities convertible or exercisable
into Common Stock) (such percentage limitation being the "Standstill
Percentage"); provided further, however, that the Investor or any of its
Affiliates shall not be required to dispose of those shares of capital stock
held in excess of the Standstill Percentage solely because the Company has
purchased and retired shares of, or otherwise reduced, its outstanding capital
stock;

            (ii) disclose any intention, plan or arrangement inconsistent with
the foregoing; or

            (iii) enter into any discussions, negotiations, arrangements or
understanding with any third party with respect to, or aid, abet or encourage
any action prohibited by, any of the foregoing.

      (b) Exceptions.

            (i) Notwithstanding any provision of this Section 3.2 to the
contrary, the provisions of subsection (a) above shall terminate on the
following events:

                  (A) one year after the date of the Closing; or

                  (B) in the event that (x) the Company enters into a
transaction regarding the Company's securities or assets with any person or
entity not affiliated with 


                                       12


the Investor or (y) a person or entity not affiliated with the Investor has
commenced (or has publicly announced its intention to commence) a formal tender
offer to acquire all or such portion of the Company's outstanding voting
securities or undertaken a proxy contest, that would, in the case of (x) or (y)
above, if successful, result in a change of control of the Company's Board of
Directors or (z) a third party acquires more than 12.5% of the Company's
outstanding Common Stock or indicates in a filing with the SEC an intent to
acquire more than 12.5% of the Company's outstanding Common Stock.

            (ii) Notwithstanding any provision of this Section 3.2 to the
contrary, the provisions of subsection (a) above shall not be construed to
prohibit or otherwise restrict the ability of the Investor or any of its
affiliates to invest in, or otherwise acquire an ownership interest in, any
other Person who itself owns Common Stock of the Company (or securities
convertible or otherwise exchangeable into Common Stock of the Company), so long
as such investment or acquisition is not primarily for the purpose of acquiring
Common Stock of the Company.

      (c) Notice of Acquisition; Compliance.

      So long as the Investor complies with this Agreement, during the
Standstill Period, the Investor agrees that within thirty (30) days following
the Investor's acquisition of Company Securities in any open market purchase or
other purchase which is specifically permitted by this Agreement, it will give
the Company notice of such acquisition. All open market purchases of shares of
Company Securities by the Investor and its Affiliates shall be made in
compliance with this Agreement and Applicable Laws.

3.3 Transfer.

      (a) Transfer Restrictions.

      The Investor shall not, at any time, directly or indirectly, sell or
transfer, or offer to sell or transfer, all or any portion of the Additional
Shares acquired pursuant to this Agreement, except:

            (i) as provided in Section 3.3(b);

            (ii) in transactions in compliance with Rule 144 promulgated under
the Securities Act, as such rule exists on the date hereof as hereafter amended
(or any successor or similar provision governing the resale of the restricted
securities); or

            (iii) in any other bona fide sales or transfers to any Person
pursuant to an exemption from the registration requirements of the Securities
Act, but only if:

                  (A) such Person, together with all of such Person's
Affiliates, certify to the Company that such Person, together with such Person's
Affiliates and associates (as defined in the Exchange Act), would not
Beneficially Own or be a member of any Group that Beneficially Owns, after such
sale or transfer, Voting Securities 


                                       13


representing Beneficial Ownership of in excess of 12.5% of all then outstanding
Voting Securities;

                  (B) the Investor has previously delivered to the Company an
opinion of counsel reasonably satisfactory to the Company to the effect that any
sale or transfer pursuant to this Section 3.3 is exempt from registration under
the Securities Act;

                  (C) the Investor shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition; and 

                  (D) the transferee(s) agrees by written instrument to be
subject to the terms of this Agreement to the same extent as if such
transferee(s) was the original investor hereunder.

      (b) Permitted Transfers.

      The Investor shall be permitted to sell Company Securities that are
registered pursuant to an effective registration statement under the Securities
Act under Article IV below.

      (c) Recovery of Legal Fees.

      The Company shall be entitled to recover from the Investor all costs and
expenses (including, without limitation, court costs and reasonable attorneys
fees) incurred by the Company in connection with the enforcement of this Article
III against the Investor, or its Affiliates, and all actions or proceedings, in
any way, manner or respect arising out of or relating to the enforcement by the
Company of its rights under this Article III.

3.4 Compliance with Section 13.

      The Investor shall, promptly and at all times after the date hereof, use
Best Efforts to comply with its obligations to make any filings required by
Section 13 of the Exchange Act..

3.5 Director Appointments and Election.

      At the Closing, the Company shall appoint either John Ryan or William
Krepick, whichever the Investor shall specify, to a seat on the Company's Board
of Directors with a term expiring at the Company's annual shareholders meeting
in calendar year 2003.


                                       14


                                  ARTICLE IV.

                               Registration Rights

4.1 Legend.

      (a) Legend.

      All certificates evidencing the Additional Shares shall bear the following
legend, to the extent applicable, which legend will remain on such certificates
until such time as the securities represented by such certificates are no longer
subject to the legended restrictions, and there is delivered to the Company an
opinion of counsel reasonably acceptable to the Company to the effect that such
legend is no longer required (at which time new certificates shall be issued at
the Company's expense without such legend):

      THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE STRATEGIC INVESTMENT
      AGREEMENT DATED AS OF SEPTEMBER 17, 2000 BETWEEN THE ISSUER AND
      MACROVISION CORPORATION AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN
      ACCORDANCE THEREWITH. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF
      THE CORPORATE SECRETARY OF THE ISSUER. THIS SECURITY WAS SOLD IN A PRIVATE
      PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE
      "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
      HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION
      OF COUNSEL OR BASED ON OTHER WRITTEN EVIDENCE IN FORM AND SUBSTANCE
      SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR
      TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

      (b) Removal of Securities Act Legend.

      The Company shall be obligated to reissue promptly unlegended certificates
at the request of the Investor, if the Investor shall have obtained an opinion
of counsel reasonably acceptable to the Company to the effect that the
securities proposed to be disposed of may lawfully be so disposed of without
registration, qualification or legend.

      (c) Removal of Blue Sky Legend.

      Any legend endorsed on an instrument pursuant to applicable state
securities laws and the stop-transfer instructions with respect to such
securities shall be removed upon receipt by the Company of an order of the
appropriate blue sky authority authorizing such removal.


                                       15


4.2 Registration on Form S-3.

      If after the earlier of the first (1st) anniversary of the Closing and the
occurrence of an event detailed in Section 3.2(b)(i)(B) the Company shall
receive from the Investor a written request or requests (such requests shall
state the number of Registrable Securities to be disposed of and the intended
methods of disposition of such shares by the Investor) that the Company effect a
registration on Form S-3 (or any successor to Form S-3) or any similar
short-form registration statement and any related qualification or compliance
with respect to all or a part of the Registrable Securities, the Company will:

      (a) as soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of the Investor's
Registrable Securities as are specified in such request; provided, however, that
the Company shall not be obligated to effect any such registration,
qualification or compliance pursuant to this Section 4.2:

            (i) if the Company shall have already effected two (2) registrations
for the Investor under this Section 4.2

            (ii) if Form S-3 (or such successor or similar form) is not
available for such offering by the Investor; or

            (iii) if the Investor, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) at an aggregate
offering price to the public of less than $1,000,000; or

            (iv) if the Company shall furnish to the Investor a certificate
signed by the President or Chief Executive Officer of the Company stating that,
in the good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its shareholders for such Form S-3
Registration to be effected at such time, in which event the Company shall have
the right to defer the filing of the Form S-3 registration statement for a
single period of not more than ninety (90) days after receipt of the request of
the Investor under this Section 4.2 and provided that such right to delay a
request shall be exercised by the Company no more than twice in any one-year
period; or

            (v) during the period starting with the date of filing of, and
ending on the date one hundred eighty (180) days following, the effective date
of any other registration statement filed by the Company under the Securities
Act; or

            (vi) if the Company has already effected one (1) registration on
Form S-3 for the Investor pursuant to this Section 4.2 within the previous
twelve (12) months.

      (b) Subject to the foregoing, the Company shall file a Form S-3
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request by the Investor.


                                       16


4.3 Piggyback Registration.

      (a) Piggyback Registration.

      If after the earlier of the first (1st) anniversary of the Closing and the
occurrence of an event detailed in Section 3.2(b)(i)(B) the Company proposes to
effect a registration statement under the Securities Act for purposes of a
public offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding registration statements relating to acquisitions by the
Company, employee benefit plans and corporate reorganizations) for itself and/or
its stockholders, the Company shall notify the Investor in writing at least
thirty (30) days prior to filing such registration statement. Thereafter, the
Company shall use its Best Efforts to include in such registration statement all
or part of such Registrable Securities held by the Investor pursuant to this
Section 4.3, provided however, nothing in this Article IV shall obligate the
Company to effect such a registration statement. If the Investor desires to
include all or any part of its Registrable Securities in any such registration
statement, it shall, within fifteen (15) days after delivery of the
above-described notice from the Company, notify the Company in writing of the
Investor's intention; the Investor's notice shall state the intended method of
disposition of the Registrable Securities by the Investor. If the Investor
decides not to include all of its Registrable Securities in any registration
statement thereafter filed by the Company, the Investor shall nevertheless
continue to have the right to include any Registrable Securities in any
subsequent registration statement or registration statements as may be filed by
the Company with respect to offerings of its securities, all upon the terms and
conditions set forth herein.

      (b) Underwritten Offerings, Cutback.

      If the registration statement under which the Company gives notice under
this Section 4.3 is for an underwritten offering, the Company shall so advise
the Investor. In such event, or if the registration statement under which the
Investor proposes to sell the Registrable Securities under Section 4.2 above,
the right of the Investor to be included in a registration pursuant to either
Sections 4.2 or 4.3 shall be conditioned upon the Investor's participation in
such underwriting and the inclusion of the Investor's Registrable Securities in
the underwriting to the extent provided herein. If the Investor proposes to
distribute its Registrable Securities through such underwriting, it shall enter
into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting. Notwithstanding any other provision
of this Agreement, if the underwriter determines in good faith that marketing
factors require a limitation of the number of Registrable Securities to be
underwritten in a registration effected under this Section 4.3, the number of
Registrable Securities that may be included in the underwriting shall be reduced
among the Investor and all other holders of securities who are relying on
piggyback rights to include shares in such registration (together, the
"Piggyback Investors") on a pro rata basis based on the total number of
Registrable Securities sought to be included in the registration by the
Piggyback Investors, provided no such reduction shall reduce to less than 25% of
any offering the number of shares of 


                                       17


the Piggyback Investors requested to be registered. The foregoing limitations in
the previous sentence shall not apply to registrations effected pursuant to
Section 4.2. In no event will shares of any other shareholder who does not have
piggyback rights or other written contractual rights to require that the Company
register its securities be included in such registration, which would reduce the
number of shares of Common Stock which may be included by the Piggyback
Investors, without the written consent of holders of not less than a majority of
the securities proposed to be sold in the offering by the Piggyback Investors.

      (c) Company's Right to Terminate.

      The Company shall have the right to terminate or withdraw any registration
initiated by it under this Section 4.3 prior to the effectiveness of such
registration, whether or not the Investor has elected to include securities in
such registration. The Registration Expenses of such withdrawn registration
shall be borne by the Company in accordance with Section 4.4(c) hereof.

4.4 Registration Procedures.

      (a) Obligations of the Company.

      Whenever the Company determines to effect any registration in which
Registrable Securities held by the Investor are to be included pursuant to
Section 4.3 (the "Subject Securities"), the Company will use its Best Efforts to
effect the registration and sale of the Subject Securities in accordance with
the intended method of disposition. Without limiting the generality of the
foregoing, the Company will expeditiously and as soon as reasonably possible:

            (i) furnish the Investor, without charge, such number of copies of
the prospectus included in a registration statement (including each preliminary
prospectus), and such other documents, as the Investor may reasonably request;

            (ii) use its Best Efforts to register or qualify the Subject
Securities covered by such registration statement under the securities or blue
sky laws of such jurisdictions as the Investor shall reasonably request or as
the managing underwriter(s) shall reasonably recommend, and do any and all other
acts and things which may be reasonably necessary or advisable to enable the
Investor to consummate the disposition in such jurisdictions of the Subject
Securities covered by such registration statement in accordance with the plan of
distribution, except that the Company shall not for any such purpose be required
to (A) qualify generally to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified; (B) subject itself to taxation in
any such jurisdiction wherein it is not so subject; or (C) consent to general
service of process in any such jurisdiction or otherwise take any action that
may subject it to the general jurisdiction of the courts of any jurisdiction in
which it is not so subject;


                                       18


            (iii) otherwise use its Best Efforts to comply with all applicable
rules and regulations of the SEC, including, without limitation, the following:

                  (A) prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its Best Efforts to cause
such registration statement to become effective, and, upon the request of the
Investor, keep such registration statement effective for up to one hundred
eighty (180) days or, if earlier, until the Investor has completed the
distribution related thereto; and

                  (B) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;

            (iv) immediately notify the Investor, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, if the
Company, in its sole judgment, becomes aware that the prospectus included in
such registration statement, as then in effect, includes an untrue statement of
a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and at the request of
Investor, deliver a reasonable number of copies of an amended or supplemental
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of the securities covered thereby, such prospectus shall not include
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading;

            (v) furnish, at the request of the Investor, on the date that such
Registrable Securities are delivered to the underwriters for sale, if such
securities are being sold through underwriters, or, if such securities are not
being sold through underwriters, on the date that the registration statement
with respect to such securities becomes effective, (A) an opinion, dated as of
such date, of counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering and reasonably satisfactory to the Investor,
addressed to the underwriters, if any, and to the Investor, and (B) a letter
dated as of such date, from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering and
reasonably satisfactory to the Investor, addressed to the underwriters, if any,
and, if permitted by applicable accounting standards, to the Investor; and

            (vi) execute and deliver all instruments and documents (including an
underwriting agreement in customary form) and take such other actions and obtain
such certificates and opinions as are customary in underwritten public
offerings.


                                       19


      (b) Obligations of the Investor.

      The Investor shall provide (in writing and signed by the Investor and
stated to be specifically for use in the related registration statement,
preliminary prospectus, prospectus or other document incident thereto) all such
information and materials regarding the Investor and the plan of distribution
and take all such action as may be reasonably required in order to permit the
Company to comply with all applicable requirements of the SEC and any applicable
state securities laws and to obtain any desired acceleration of the effective
date of any registration statement prepared and filed by the Company pursuant to
this Agreement.

            (i) In connection with any registration by the Company of Company
Securities pursuant to Section 4.3, each Holder agrees, whether or not any of
such Holder's Registrable Securities are included in such registration, not to
effect any sale or distribution, including any sale pursuant to Rule 144, of any
Company Securities which are similar to the securities included in such
registration (other than as part of such underwritten offering), without the
consent of the managing underwriter, for a period of 90 days after the date the
Company notifies the Holders of its intent to register such Company Securities
either Section 4.2 or Section 4.3; provided, however, that if the registration
statement filed in connection therewith becomes effective within such 90-day
period, such 90-day period shall be extended for such period (not to exceed 45
days after the date such registration statement is declared effective) as may be
required pursuant to the terms and conditions of any underwriting agreement
entered into in connection with such proposed registration.

            (ii) In connection with a registration effected under Section 4.3,
the Company shall at all times retain the right, in its sole discretion, to
select any underwriters necessary for making an offering in conjunction with
such registration.

      (c) Expenses of Registration.

      All Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to Sections 4.2 and 4.3 shall be borne by
the Company. All Selling Expenses incurred in connection with any registrations
hereunder, shall be borne by the Investor.

4.5 Delay of Registration; Furnishing Information.

      (a) No Injunctions.

      The Investor shall not have any right to obtain or seek an injunction
restraining or otherwise delaying any such registration as the result of any
controversy that might arise with respect to the interpretation or
implementation of this Article IV.


                                       20


      (b) The Investor's Data Conditions Precedent.

      It shall be a condition precedent to the obligations of the Company to
take any action with respect to the registration of Registrable Securities held
by the Investor that the Investor shall furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the intended method
of disposition of such securities as shall be reasonably required to effect the
registration of its Registrable Securities.

4.6 Termination of Registration Rights.

      All registration rights granted under this Agreement shall terminate and
be of no further force and effect after December 6, 2009, provided, however,
that registration rights granted under this Article IV shall terminate and be of
no further force and effect as to the Investor (or transferee holding
registration rights hereunder) prior to December 6, 2009, if the Investor and
its Affiliates or transferee and its Affiliates can either (a) sell all of its
Registrable Securities pursuant to Rule 144 of the Securities Act within any
calendar quarter or (b) sell its Registrable Securities pursuant to Rule 144(k)
of the Securities Act.

4.7 Indemnification.

      (a) Indemnification.

      In the event any Registrable Securities held by Investor are included in a
registration statement:

            (i) Company Indemnification. To the extent permitted by Applicable
Law, the Company will indemnify and hold harmless the Investor, the partners,
officers and directors of the Investor, any underwriter (as defined in the
Securities Act) for the Investor and each Person, if any, who controls the
Investor or underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively, a
"Violation") by the Company: (A) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (B) the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the
statements therein not misleading, or (C) any violation or alleged violation by
the Company of the Securities Act, the Exchange Act, any state securities law or
any rule or regulation promulgated under the Securities Act, the Exchange Act or
any state securities law in connection with the offering covered by such
registration statement; and the Company will reimburse the Investor, partner,
officer or director, underwriter or controlling Person for any legal or other
expenses as reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided however,
that the indemnity agreement contained in this Section 4.7(a)(i) shall not apply
to amounts paid in settlement of any such loss, claim, damage, 


                                       21


liability or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by the Investor, partner,
officer, director, underwriter or controlling Person of the Investor.

            (ii) Investor Indemnification. To the extent permitted by Applicable
Law, the Investor will indemnify and hold harmless the Company, each of its
directors, each of its officers, each Person, if any, who controls the Company
within the meaning of the Securities Act, any underwriter and any other holder
selling securities under such registration statement or any of such other
holder's partners, directors or officers or any Person who controls such holder
against any losses, claims, damages or liabilities (joint or several) to which
the Company or any such director, officer, controlling Person, underwriter or
other such holder, or partner, director, officer or controlling Person of such
other holder may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by the Investor under an instrument duly executed by the Investor and
stated to be specifically for use in connection with such registration; and the
Investor will reimburse any legal or other expenses reasonably incurred by the
Company or any such director, officer, controlling Person, underwriter or other
holder, or partner, officer, director or controlling Person of such other holder
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this Section 4.7(a)(ii) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Investor, which consent shall not be unreasonably
withheld; provided further, that in no event shall any indemnity under this
Section 4.7 exceed the net proceeds from the offering received by the Investor.

      (b) Procedure on Indemnification Claims.

      Promptly after receipt by an indemnified party under this Section 4.7 of
notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 4.7, deliver to the indemnifying party
a written notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the indemnifying and
indemnified parties; provided, however, that an indemnified party shall have the
right to retain its own counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by 


                                       22


the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other Party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, if materially prejudicial to its ability to defend such action,
shall relieve such indemnifying party of any liability to the indemnified party
under this Section 4.7, but the omission to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 4.7.

      (c) Alternate Remedies.

      If the indemnification provided for in this Section 4.7 is held by a court
of competent jurisdiction to be unavailable to an indemnified party with respect
to any losses, claims, damages or liabilities referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall, to the extent permitted by Applicable Law, contribute to the amount paid
or payable by such indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the Violation(s) that resulted in such loss, claim, damage or
liability, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by a court of law by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material
fact relates to information supplied by the indemnifying party or by the
indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

      (d) Indemnification Obligations Survive.

      The obligations of the Company and the Investor under this Section 4.7
shall survive the completion of any offering of Registrable Securities in a
registration statement, and otherwise.

      (e) Limits on Settlement Obligation.

      The Investor shall not be obligated to consent to any settlement of any
claim entered into by the Company in satisfaction of its indemnification
obligations hereunder unless the settlement includes a full and complete release
of the Investor.

4.8 Assignment of Registration Rights.

      The rights to cause the Company to register Registrable Securities
pursuant to this Article IV may be assigned by the Investor to a transferee or
assignee of all or a portion of the Registrable Securities, and by any such
transferee or assignee to successive transferees or assignees. The Investor and
all such transferees or assignees shall retain all 


                                       23


of their rights under this Article IV with respect to any Registrable Securities
retained by such Person.

4.9 Limitation on Subsequent Registration Rights.

      Nothing in this Agreement shall be construed to limit or prevent the
Company from granting additional parties registration rights on parity with or
superior to those granted the Investor hereunder.

4.10 Market Stand-Off Agreement.

      If requested by the Company or a representative of the underwriters of
Common Stock (or other securities) of the Company acting reasonably, the
Investor shall not sell or otherwise transfer or dispose of any Common Stock (or
other securities) of the Company held by the Investor (other than those included
in the registration) for a period specified by the representative of the
underwriters, not to exceed one hundred eighty (180) days following the
effective date of a registration statement of the Company filed under the
Securities Act, and shall enter into an agreement with any of the underwriters
stating the same upon such underwriter's request. The foregoing commitment has
two limitations: (a) the Investor shall not be required to refrain from selling
under this paragraph, unless all officers of the Company enter into similar
agreements; and (b) the Investor shall not be required to refrain from selling
under this paragraph unless all other holders of the Company's Common Stock
owning an equal or a larger percentage of the Company's Common Stock (on an
as-converted basis) as the Investor is also required by a representative of the
underwriter to enter into market stand-off agreements on the same terms.

      The obligations described in this Section 4.10 shall not apply to a
registration relating solely to employee benefit plans on Form S-1 or Form S-8
or similar forms that may be promulgated in the future, or a registration
relating solely to a Commission Rule 145 transaction on Form S-4 or similar
forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the shares of Common Stock (or other
securities) subject to the foregoing restriction until the end of said one
hundred eighty (180) day period.

4.11 Rule 144 Reporting.

      With a view to making available to the Investor the benefits of certain
rules and regulations of the SEC which may permit the sale of the Registrable
Securities to the public without registration, the Company agrees to use its
good faith efforts to:

      (a) Do Things that Make Rule 144 Available.

      Make and keep public information available, as those terms are understood
and defined in Rule 144 or any similar or analogous rule promulgated under the
Securities Act, at all times after the effective date of the first registration
filed by the Company for an offering of its securities to the general public;


                                       24


      (b) File Securities Act and Exchange Act Reports Timely.

      File with the SEC, in a timely manner, all reports and other documents
required of the Company under the Securities Act and the Exchange Act;

      (c) Data to the Investor.

      So long as the Investor owns any Registrable Securities, furnish to the
Investor forthwith upon written request: a written statement by the Company as
to its compliance with the reporting requirements of said Rule 144 of the
Securities Act, and of the Exchange Act (at any time after it has become subject
to such reporting requirements); a copy of the most recent annual or quarterly
report of the Company; and such other reports and documents as the Investor may
reasonably request in availing itself of any rule or regulation of the SEC
allowing it to sell any such securities without registration.

                                   ARTICLE V.

                              Additional Agreements

5.1 Consents; Approvals.

      The Company and the Investor shall each use their reasonable efforts to
obtain all consents, waivers, approvals, authorizations or orders (including,
without limitation, all governmental and regulatory rulings and approvals), and
the Company and the Investor shall make all filings (including, without
limitation, all filings with governmental or regulatory agencies) required in
connection with the authorization, execution and delivery of this Agreement by
the Company and the Investor and the consummation by them of the transactions
contemplated hereby. The Company and the Investor shall furnish all information
required to be included in any application or other filing to be made pursuant
to the rules and regulations of any Governmental Authority in connection with
the transactions contemplated by this Agreement. Except where prohibited by
applicable statutes and regulations, and subject to that certain confidentiality
letter agreement between the Company and the Investor, dated September 15, 2000
(the "Confidentiality Agreement"), each Party shall promptly provide the other
(or its counsel) with copies of all filings made by such Party with any state or
federal government entity in connection with this Agreement or the transactions
contemplated hereby.

5.2 Procedural Safeguards.

      Each Party will take such actions and implement such rules, procedures and
methodologies as are reasonably necessary to ensure that the disclosing party's
nonpublic, confidential and proprietary business information, including in
particular information relating to the disclosing party's specific customers and
customer contracts or bids and its prices, pricing plans and policies, and
retail selling activities, will not be improperly disclosed by the receiving
party. Each Party shall certify in writing, at the request of the 


                                       25


other Party made not more often than twice each calendar year, that such
procedural safeguards remain in effect and have not been violated as of such
date.

                                  ARTICLE VI.

                              Conditions Precedent

6.1 Investor Conditions to Closing.

      The obligation of the Investor to make the investment in the Company
contemplated herein shall be subject to the satisfaction of the following
conditions precedent, in form and substance satisfactory to the Investor:

      (a) Resolutions; Incumbency.

      The Investor shall have received each of the following:

            (i) Copies of the resolutions of the Board of Directors of the
Company authorizing the transactions contemplated hereby, certified as of the
Closing by the Secretary or an Assistant Secretary of the Company; and

            (ii) Certificates of the Secretary or Assistant Secretary of the
Company, dated as of the Closing, certifying the names, titles and true
signatures of the officers of the Company authorized to execute, deliver and
perform this Agreement and all other documents to be delivered by it hereunder;

      (b) Organization Documents; Good Standing.

      The Investor shall have received each of the following:

            (i) A copy of the Certificate of Incorporation and By-laws as in
effect on the Closing, certified by the Secretary or Assistant Secretary of the
Company as of the Closing; and

            (ii) A good standing certificate for the Company from the Secretary
of State (or similar, applicable Governmental Authority) of its state of
incorporation, as of a recent date;

      (c) No Injunction or Restraints; Illegality.

            (i) HSR Act. The waiting period (and any extension thereof
applicable to the consummation of the Agreement) under the HSR Act shall have
expired or been terminated;

            (ii) No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal restraint or prohibition preventing the consummation of the Agreement
shall be in effect 


                                       26


and no litigation by any governmental entity seeking any of the foregoing shall
have been commenced. There shall not be any action taken, or any statute, rule,
regulation or order enacted, entered, enforced or deemed applicable to this
Agreement, which makes the consummation of this Agreement illegal; and

            (iii) The Investor shall have received a certificate from an officer
of the Company certifying that all (A) authorizations, consents or approvals of,
notices to or filings with, any governmental agency, including pursuant to the
HSR Act, and (B) approvals and consents of any other Person, required in
connection with the agreement described herein, shall have been obtained or made
and that all applicable waiting periods have expired without notice of any
action which seeks to restrain, enjoin or otherwise prohibit or significantly
delay the Closing having been taken by any governmental agency;

      (d) Certificate.

      The Investor shall have received a certificate signed by an officer of the
Company, dated as of the Closing, stating that the representations and
warranties contained in Article II are true and correct on and as of such date,
as though made on and as of such date (except to the extent such representations
and warranties expressly refer to an earlier date, in which case they shall be
true and correct as of such earlier date);

      (e) Representations and Warranties.

      The representations and warranties of the Company contained in Article II
shall be true and correct as of the Closing in all material respects as though
made on and as of such date (except to the extent such representations and
warranties expressly refer to an earlier date, in which case they shall be true
and correct as of such earlier date);

      (f) Opinion of Company Counsel.

      The Investor shall have received from Morrison & Foerster, LLP, counsel
for the Company, an opinion, dated as of the Closing, in form reasonably
acceptable to counsel to the Investor;

      (g) Additional Share Issuance.

      The Company shall have taken all steps necessary to instruct its transfer
agent to issue a share certificate to the Investor representing the Additional
Shares issued at Closing;

      (h) Due Diligence and Other Documents.

            (i) Within thirty (30) days of the execution of this Agreement, the
Investor shall have completed all desired due diligence investigations with
respect to the Company and its assets (including, but not limited to, the
Intellectual Property), business and operations and shall have concluded in good
faith that such investigations have 


                                       27


revealed no facts or circumstances, including facts or circumstances that are
disclosed herein or in any exhibit hereto, which could reasonably have a
Material Adverse Effect on the Company; and

            (ii) The Investor shall have received such other approvals,
opinions, documents or materials as the Investor may request; and

      (i) Board of Directors.

      Either John Ryan or William Krepick, whichever the Investor shall specify,
shall have been appointed to the Board of Directors of the Company, and shall
have entered into an agreement with the Company regarding indemnification and
confidentiality, a form of which is attached hereto as Exhibit D (the "Director
Agreement").

6.2 Company Conditions to Closing.

      The obligation of the Company to consummate the transactions contemplated
by this Agreement shall be subject to the satisfaction of the following
conditions precedent, in form and substance satisfactory to the Company:

      (a) Representations and Warranties True; Performance of Obligations.

      The representations and warranties made by the Investor herein shall be
true and correct in all material respects as of the Closing Date, with the same
force and effect as if they had been made on and as of the same date, and the
Investor shall have performed all obligations and conditions required to be
performed or observed by it on or prior to the Closing Date and all documents
incident thereto shall be satisfactory in form and content to the Company and
its counsel;

      (b) No Injunctions or Restraints; Illegality.

            (i) The waiting period (and any extension thereof applicable to the
consummation of the Agreement, under the HSR Act shall have expired or been
terminated; and

            (ii) No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal restraint or prohibition preventing the consummation of this Agreement
shall be in effect and no litigation by any governmental entity seeking any of
the foregoing shall have been commenced. There shall not be any action taken, or
any statute, rule, regulation or order enacted, entered, enforced or deemed
applicable to this Agreement, which makes the consummation of this Agreement
illegal;


                                       28


      (c) Consents.

      The Company shall have obtained all consents, permits and waivers
necessary or appropriate for consummation of the transactions contemplated by
this Agreement which need to be obtained prior to the Closing;

      (d) Compliance with all Laws.

      At the Closing, the purchase of the Common Stock by the Investor hereunder
shall be legally permitted by all laws and regulations to which the Investor or
the Company are subject;

      (e) Payment of Purchase Price.

      The Investor shall have delivered the Total Purchase Price;

      (f) JDA Amendmentt.

      The Company and the Investor shall have entered into the JDA Amendment;
and

      (g) The Investor's designee for director shall have entered into the
Director Agreement and a side letter regarding confidentiality in form
reasonably acceptable to counsel to the Investor.

                                  ARTICLE VII.

                                  Miscellaneous

7.1 Fees and Expenses.

      Except as specifically noted herein, each Party shall be solely
responsible for the payment of the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such
Party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement.

7.2 Severability.

      If any provision of this Agreement is held by a court of competent
jurisdiction (including pursuant to enforcement of any arbitration award under
this Agreement) or panel of arbitrators to be invalid, unlawful or
unenforceable, it shall be modified, if possible, to the minimum extent
necessary to make it valid, lawful and enforceable or, if such modification is
not possible, it shall be stricken from this Agreement and the remaining
provisions of this Agreement shall continue in full force and effect; provided,
however, that, if a provision is so stricken and is of a nature so as to
fundamentally alter the economic arrangements of this Agreement, the Party
adversely affected may terminate this Agreement by giving to the other Party
sixty (60) days' written notice of termination.


                                       29


7.3 Consent to Jurisdiction.

      For purposes of any suit, action, or legal proceeding permitted under this
Agreement, each Party to this Agreement (i) hereby irrevocably submits itself to
and consents to the non-exclusive jurisdiction of the United States District
Court for the Northern District of California for the purposes of any such suit,
action or legal proceeding in connection with this Agreement including to
enforce an arbitral resolution, settlement, order or award made pursuant to this
Agreement (including pursuant to the U.S. Arbitration Act, or otherwise), and
(ii) to the extent permitted by Applicable Law, hereby waives, and agrees not to
assert, by way of motion, as a defense, or otherwise, in any such suit, action,
or legal proceeding pending in such event, any claim that it is not personally
subject to the jurisdiction of such court, that the suit, action or legal
proceeding is brought in an inconvenient forum or that the venue of the suit,
action or legal proceeding is improper. Each Party to this Agreement hereby
agrees to the entry of an order to enforce any resolution, settlement, order or
award made pursuant to this Section by the United States District Court for the
Northern District of California.

7.4 Dispute Resolution Procedures.

      (a) Any controversy or claim arising out of or relating to this contract,
or the breach thereof between or among the Parties and/or any of their
Affiliates under this Agreement, shall be settled, if possible, through good
faith negotiations between the relevant parties. Prior to resolving any dispute
by means of arbitration or by means of any suit, action or legal proceeding
permitted under this Section 7.4, the relevant parties involved in such dispute
shall refer such dispute to their respective Chief Executive Officers or
equivalent, who shall meet in person to negotiate in good faith the possible
resolution thereof on at least two occasions within thirty (30) days before any
such party commences arbitration or other litigation permitted under this
Agreement (provided, that if any such party fails or refuses to have a
representative attend such meetings within such thirty (30) day period, the
procedures of this Section 7.4 shall be applicable after the conclusion of such
thirty (30) day period); and further provided that (i) any legal proceedings
seeking interim equitable relief (including a temporary restraining order or
preliminary injunction) until such time as such interim equitable relief can be
addressed through arbitration; (ii) proceedings for provisional relief
contemplated by Section 7.4(k) below; and (iii) third-party legal proceedings
may be commenced immediately.

      (b) In the event such good faith negotiations are unsuccessful, either
Party may, after thirty (30) days' written notice to the other, submit any
controversy or claim arising out of, relating to or in connection with this
Agreement, or the breach thereof, to arbitration administered by the American
Arbitration Association ("AAA") in accordance with its then existing Commercial
Arbitration rules and judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.

      (c) It is the express agreement of the Parties that the provisions of this
Section, including the rules of the AAA and the laws of the State of California
referenced herein, as modified by the terms of this Section, shall govern the
arbitration of any disputes 


                                       30


arising pursuant to this Agreement. In the event of any conflict between the law
of the State of California, the law of the arbitral location, and the U.S.
Arbitration Act (Title 9, U.S. Code), with respect to any arbitration conducted
pursuant to this Agreement, to the extent permissible, it is the express intent
of the Parties that the selected governing law, as modified by this Section,
shall prevail. To the extent this Section is deemed a separate agreement,
independent from this Agreement, Sections 7.2, 7.6, 7.7 and 7.8 are incorporated
herein by reference.

      (d) The place of arbitration shall be San Francisco, California, U.S.A.

      (e) In any arbitration pursuant to this Section, the award shall be
rendered by a majority of the members of a board of arbitration consisting of
three members who shall be appointed by the Parties jointly or, if the Parties
cannot agree as to three arbitrators within thirty (30) days after the
commencement of the arbitration proceeding, then one arbitrator shall be
appointed by each of the Company and the Investor within sixty (60) days after
the commencement of the arbitration proceeding and the third arbitrator shall be
appointed by mutual agreement of such two arbitrators. If such two (2)
arbitrators shall fail to agree within seventy-five (75) days after commencement
of the arbitration proceeding upon the appointment of the third arbitrator, the
third arbitrator shall be appointed by the AAA in accordance with its then
existing rules, but shall be required to have legal experience relevant to the
adjudication of the dispute between the Parties. Notwithstanding the foregoing,
if any Party shall fail to appoint an arbitrator within the specified time
period, such arbitrator and the third arbitrator shall be appointed by the AAA
in accordance with its then existing rules. For purposes of this Section, the
"commencement of the arbitration proceeding" shall be deemed to be the date upon
which written demand for arbitration has been received by the AAA from one of
the Parties (and by the other Party from such Party).

      (f) So long as such award complies with subsection (j) below, an award
rendered in connection with an arbitration pursuant to this Section shall be
final and binding upon the Parties, and any judgment upon such an award may be
entered and enforced in any court of competent jurisdiction.

      (g) The Parties agree that the award of the arbitral tribunal will be the
sole and exclusive remedy between them regarding any and all claims and
counterclaims between them with respect to the subject matter of the arbitrated
dispute. The Parties hereby waive all jurisdictional defenses in connection with
any arbitration hereunder or the enforcement of an order or award rendered
pursuant thereto (assuming that the terms and conditions of this arbitration
clause have been complied with).

      (h) The Parties hereby agree that the relationship between the Parties is
commercial in nature, and that any disputes between the Parties related to this
Agreement shall be deemed commercial.

      (i) With respect to any order issued by the arbitrator(s) pursuant to this
Agreement, the Parties expressly agree (i) and consent to the bringing of an
action by one 


                                       31


Party against the other in the federal courts of the Northern District of
California to enforce and confirm such order; (ii) that such order shall be
conclusive proof of the validity of the determination(s) of the arbitrator(s)
underlying such order; and (iii) that any court having jurisdiction or any
federal court sitting in the Northern District of California may enter judgment
upon and enforce such order, whether pursuant to the U.S. Arbitration Act, or
otherwise.

      (j) The arbitrators shall issue a written explanation of the reasons for
the award and a full statement of the facts as found and the rules of law
applied in reaching their decision to both Parties. The arbitrator shall
apportion to each Party all costs (other than attorneys' fees) incurred in
conducting the arbitration in accordance with what he deems just and equitable
under the circumstances. Any provisional remedy which would be available to a
court of law shall be available from the arbitrator(s) pending arbitration of
the dispute. Either Party may make an application to the arbitrator seeking
injunctive or other interim relief, and the arbitrator may take whatever interim
measures they deem necessary in respect of the subject matter of the dispute,
including measures to maintain the status quo until such time as the arbitration
award is rendered or the controversy is otherwise resolved. The arbitrator shall
have the authority to award any remedy or relief that a court of the State of
California could order or grant, including, without limitation, specific
performance or any obligation created under the agreement, the awarding of
punitive damages, the issuance of an injunction, or the imposition of sanctions
for abuse or frustration of the arbitration process, but shall not have the
authority to award any remedy or relief that could not be granted by a court in
the State of California applying California law.

      (k) The Parties may file an application in any proper court for a
provisional remedy in connection with an arbitrable controversy, but only upon
the ground that the award to which the applicant may be entitled may be rendered
ineffectual without provisional relief.

      (l) After the appointment of the arbitrators, the parties to the
arbitration shall have the right to take depositions and to obtain discovery
regarding the subject matter of the arbitration, and, to that end, to use and
exercise all the same rights, remedies, and procedures, and be subject to all of
the same duties, liabilities, and obligations in the arbitration with respect to
the subject matter thereof, as provided in Chapter 2 (commencing with Section
1985) of, and Article 3 (commencing with Section 2016) of Chapter 3 of Title 3
of Part 4 of the California Code of Civil Procedure, as if the subject matter of
the arbitration were pending in a civil action before a superior court in
California.

7.5 Brokers.

      Each of the Company and the Investor agrees that it shall indemnify and
hold harmless the other and its Affiliates from and against any and all claims,
liabilities, or obligations with respect to brokerage or finders' fees or
commissions or consulting fees in connection with the transactions contemplated
by this Agreement asserted by any Person 


                                       32


on the basis of any agreement, statement or representation alleged to have been
made by such Party.

7.6 Entire Agreement; Amendments.

      This Agreement and the Schedules and Exhibits hereto collectively contain
the entire understanding of the Parties with respect to the matters referred to
hereby and thereby, and supercede all prior understandings and agreements with
respect to the subject matter of this Agreement. Except as specifically set
forth herein and the schedules and exhibits hereto, neither the Company nor the
Investor makes any representation, warranty, covenant or undertaking with
respect to the matters referred to hereby or thereby. No provision of this
Agreement may be amended, supplemented or waived other than by a written
instrument signed by the Party against whom enforcement of any such amendment,
supplement or waiver is sought.

7.7 Notices.

      Any notice or other communication required or permitted to be given herein
shall be in writing and shall be effective (a) upon hand delivery or delivery by
telex (with correct answerback received), telecopy or facsimile at the address
or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received), or (b) on the third
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:

      If to the Company:

                  DIGIMARC CORPORATION
                  19801 S.W. 72nd Avenue
                  Suite 250
                  Tualatin, OR 97062
                  Telephone: (503) 885-9699
                  Facsimile: (503) 495-4577
                  Attention: Bruce Davis, President & CEO

                  With a copy to:

                  MORRISON & FOERSTER, LLP
                  425 Market Street
                  San Francisco, CA 94105
                  Telephone: (415) 268-7000
                  Facsimile: (415) 268-7522
                  Attention: Gavin B. Grover, Esq.


                                       33


                  If to the Investor:

                  MACROVISION CORPORATION
                  1341 Orleans Drive
                  Sunnyvale, CA 94089
                  Telephone: (408) 743-8461
                  Facsimile: (408) 743-8610
                  Attention: Ian R. Halifax, Chief Financial Officer

                  With copies to:

                  MANATT, PHELPS & PHILLIPS, LLP
                  1001 Page Mill Road, Building 2
                  Palo Alto, CA 94304
                  Telephone: (650) 812-1320
                  Facsimile: (650) 213-0260
                  Attention: David Herbst, Esq.

Each Party may from time to time change its address for notices under this
Section 7.7 by giving at least ten (10) days' notice of such changed address to
the other Party.

7.8 No Waiver.

      No waiver by either Party of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future hereof or a waiver of any other provision, condition or
request hereof; nor shall any delay or omission of either Party to exercise any
right hereunder in any manner impair the exercise of any such right accruing to
it thereafter.

7.9 Heading.

      The headings herein are for convenience only, do not constitute a part of
this Agreement and shall not be deemed to limit or affect any of the provisions
hereof.

7.10 Successors and Assigns.

      This Agreement shall be binding upon and inure to the benefit of the
Parties and their successors and assigns. The Parties may amend this Agreement
without notice to or the consent of any other Person. Neither Party shall assign
this Agreement or any rights or obligations hereunder without the prior written
consent of the other Party (which consent may be withheld for any reason in the
sole discretion of the Party from whom consent is given), except as otherwise
expressly provided herein. However, the Investor may assign any of its rights or
Common Stock to any of its wholly owned affiliates.


                                       34


7.11 No Third Party Beneficiaries.

      This Agreement is intended for the benefit of the Parties, the indemnified
parties under Section 4.7 and their respective permitted successors and assigns,
and are not for the benefit of, nor may any provision hereof be enforced by, any
other Person.

7.12 Governing Law.

      This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of California.

7.13 Further Assurances.

      Each Party agrees to take such further actions, including the execution of
such further documents, as may be necessary or desirable, or reasonably
requested by the other, in order to carry out the provisions of this Agreement
including all reasonable action required to be taken by the Company to enable
the consummation of the Closing including convening a meeting of the Company's
shareholders.

7.14 Relationship of the Parties.

      For all purposes of this Agreement, the Investor, the Company and all of
their respective Affiliates shall be deemed to be independent entities, and
anything in this Agreement to the contrary notwithstanding, nothing herein shall
be deemed to constitute the Investor and the Company or any of their respective
Affiliates as partners, joint venturers, co-owners, an association or any entity
separate and apart from each Party itself, nor shall this Agreement make either
Party hereto an employee or agent, legal or otherwise, of the other Party for
any purposes whatsoever. Neither Party hereto is authorized to make any
statements or representations on behalf of the other Party or in any way
obligate the other Party, except as expressly authorized in writing by the other
Party. Anything in this Agreement to the contrary notwithstanding, neither Party
hereto shall assume nor shall be liable for any liabilities or obligations of
the other Party, whether past, present or future, except for indemnity
obligations expressly undertaken herein.

7.15 Publicity.

      (a) Each Party agrees, and shall cause its Affiliates, not to issue any
press release disclosing the terms of, or relating to, this Agreement, without
the prior written consent of the other Party; provided, however, that neither
Party or its Affiliates shall be prevented from complying with any duty of
disclosure it may have pursuant to Applicable Laws. Such disclosing party shall
use its Best Efforts to consult with the other Party regarding the issuance of
any such press release, or with regard to any public statement disclosing the
terms of this Agreement (including but not limited to any required press release
or other public statement pursuant to Applicable Laws), and shall use its Best
Efforts to obtain confidential treatment for any Confidential Information where
such press release or other public statement is required to be made by
Applicable Law.


                                       35


      (b) The Investor hereby acknowledges that it is aware and that its
representatives and Affiliates have been advised that applicable securities laws
restrict any Person who has material nonpublic information about a company from
purchasing or selling securities of such company, or from communicating such
material non-public information to any other Person under circumstances in which
it is reasonably foreseeable that such Person is likely to purchase or sell such
securities. The Parties agree that all information disclosed during the
negotiations of this Agreement shall be considered "Confidential Information"
and governed by the Confidentiality Agreement.

7.16 Number and Gender of Words.

      Whenever the singular number is used herein, the same shall include the
plural where appropriate, and shall apply to all of such number, and to each of
them, jointly and severally, and words of any gender shall include each other
gender where appropriate.

7.17 Interpretation.

      When a reference is made in this Agreement or to a Section, Exhibit or
Schedule, such reference shall be to a Section of, Exhibit to or Schedule to
this Agreement, unless otherwise indicated. Any references to Applicable Laws or
a subset thereof shall be deemed to include any amendments or additions thereto
from time to time or any successor or similar Applicable Law.

7.18 Counterparts.

      This Agreement may be executed in two or more counterparts, all of which
shall be considered one and the same Agreement, and shall become effective when
counterparts have been signed by each Party and delivered to the other Party, it
being understood that all Parties need not sign the same counterpart.

                            [SIGNATURE PAGE FOLLOWS]


                                       36


      IN WITNESS WHEREOF, the Parties hereto have caused this Strategic
Investment Agreement to be duly executed by their respective authorized officers
as of the date hereof.

                                        DIGIMARC CORPORATION


                                        By: /s/ E.K. Ranjit
                                           -------------------------------------
                                           Name:  E.K. Ranjit
                                           Title: Chief Financial Officer & Secretary


                                        MACROVISION CORPORATION


                                        By: /s/ Ian R. Halifax
                                           -------------------------------------
                                           Name:  Ian R. Halifax
                                           Title: Chief Financial Officer


                                       37


                                    EXHIBIT A

                                   Definitions

      Any reference in this Agreement to "writing" or cognate expressions
includes a reference to electronic or facsimile transmission or comparable means
of communications. As used in this Agreement, the following terms shall be
defined as follows:

      "AAA" shall have the meaning set forth in Section 7.4(b).

      "Accredited Investor" shall have the meaning set forth in Section 2.2(e).

      "Additional Shares" shall have the meaning set forth in the recitals to
this Agreement, which includes all shares of the Common Stock acquired by the
Investor pursuant to this Agreement and all shares of Common Stock issued to the
Investor upon any stock split, stock dividend, recapitalization or similar
event.

      "Affiliate(s)" shall mean any corporation, association or other entity
which directly or indirectly controls, is controlled by or is under common
control with the party in question, but only for so long as such relationship
exists. As used herein, the term "control" shall mean the ability to direct the
business of a company and shall be presumed in the case of ownership, directly
or indirectly, of shares of stock having at least fifty percent (50%) of the
voting power entitled to vote for the election of directors in the case of a
corporation, and at least fifty percent (50%) of the voting power and interest
in profits in the case of a business entity other than a corporation, or only if
less than fifty percent (50%) of the voting power and interest in profits is
permitted by Applicable Law, the maximum amount allowed in the country in
question (so long as the holder otherwise retains the ability to direct the
business of the entity).

      "Agreement" shall have the meaning set forth in the preamble hereto.

      "Applicable Law(s)" shall mean all foreign, federal, state and local laws,
statutes, rules and regulations which have been enacted by a Governmental
Authority and are in force as of the date hereof or which are enacted by a
Governmental Authority and come into force during the term of this Agreement,
(including any successor provisions as amended, re-enacted or extended by such
Governmental Authority) in each case to the extent that the same are applicable
to the performance by the Parties of their respective obligations under this
Agreement.

      "Audit Date" shall have the meaning set forth in Section 2.1(l).

      "Beneficially Owns" or any derivation of such term shall have the same
meaning as set forth in Rule 13d-3 under the Exchange Act.

      "Best Efforts" shall be determined under California law and shall mean
such reasonable efforts as are consistent with efforts made by businesses of
similar size and resources in a similar circumstance and context, to achieve a
particular result in a timely manner, but shall not require a Party to take
actions that would be commercially unreasonable to such Party in the
circumstances.


      "By-laws" shall have the meaning set forth in Section 2.1(c).

      "Certificate of Incorporation" shall have the meaning set forth in Section
2.1(c).

      "Closing" shall have the meaning set forth in Section 1.2.

      "Common Stock" shall have the meaning set forth in the recitals to this
Agreement.

      "Company" shall have the meaning set forth in the preamble of this
Agreement.

      "Company Securities" shall mean the Original Shares, the Additional Shares
acquired hereunder or any of the Company's Common Stock or securities (including
options, warrants or rights) convertible into, exchangeable for or exercisable
for shares of Common Stock.

      "Confidential Information" shall mean technical and business information
relating to a Party's Intellectual Property Rights, trade secret processes or
devices, techniques, data, formula, inventions (whether or not patentable) or
products, research and development (including research subjects, methods and
results), production, manufacturing and engineering processes, computer
software, costs, profit or margin information, pricing policies, confidential
market information, finances, customers, distribution, sales, marketing, and
production and future business plans and any other information of a
"confidential" nature, specifically including, without limitation, any
information that is identified orally or in writing by the disclosing party to
be confidential, or that the receiving party should reasonably understand under
the circumstances to be a trade secret of the disclosing party or information of
a similar nature that is not generally known to the public.

      "Confidentiality Agreement" shall have the meaning set forth in Section
5.1.

      "Director Agreement" shall have the meaning set forth in Section 6.1(i).

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

      "Galaxy Group" is a group consisting of IBM, NEC, Sony, Hitachi and
Pioneer, organized to propose a watermark-based video copy control system
responsive to a call for proposals issued by the Copy Protection Technical
Working Group (an industry group including representatives of motion picture
studios, consumer electronic manufacturers, and information technology
companies).

      "GAAP" shall have the meaning set forth in Section 2.1(f).

      "Governmental Authority" shall mean any nation or government, any state,
province or other political subdivision thereof or any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

      "Group" shall have the meaning set forth in Section 13(d)(3) of the
Exchange Act.

      "HSR Act" shall have the meaning set forth in Section 2.2(c).



      "Intellectual Property" shall have the meaning set forth in Section
2(m)(i).

      "Interim Balance Sheet" shall have the meaning set forth in Section
2.1(g)(ii).

      "Investor" shall have the meaning set forth in the preamble of this
Agreement.

      "JDA Amendment" shall have the meaning set forth in Section 1.3.

      "Liabilities" shall have the meaning set forth in Section 2.1(g).

      "Macrovision Percentage" shall have the meaning set forth in the recitals
to this Agreement.

      "Material Adverse Effect" shall mean any material adverse effect on the
assets, results of operations, properties, business or financial condition of
either Party hereto, as applicable, and such Party's subsidiaries taken as a
whole.

      "Party" or "Parties" shall mean the Investor, the Company or both, as
applicable.

      "Person" shall mean any individual, general partnership, limited
partnership, limited liability company, corporation, joint venture, trust,
business trust, cooperative or association, or any foreign trust or foreign
business organization or any Governmental Authority.

      "Philips" shall mean Koninklijke Philips Electronics N.V., a Netherlands
corporation.

      "Philips Strategic Investment Agreement" shall have the meaning set forth
in the recitals to this Agreement.

      "Piggyback Investors" shall have the meaning set forth in Section 4.3(b).

      "Register", "registered", and "registration" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.

      "Registrable Securities" means (i) Common Stock of the Company issued or
issuable under this Agreement; and (ii) any Common Stock of the Company issued
as (or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of, such above-described securities.
Notwithstanding the foregoing, Registrable Securities shall not include any
securities (i) sold by a Person to the public either pursuant to a registration
statement or Rule 144 or (ii) sold in a private transaction in which the
transferor's rights under Article IV of this Agreement are not assigned.

      "Registration Expenses" shall mean all expenses incurred by the Company in
complying with Section 4.2, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel for the
Company and the underwriters, blue sky fees and expenses and the expense of any
special audits incident to or required by any such registration 



(but excluding the compensation of regular employees of the Company which shall
be paid in any event by the Company).

      "Restricted Securities" shall have the meaning set forth in Section
2.2(e).

      "Schedule of Exceptions" shall have the meaning set forth in Section 2.1.

      "SEC" or "Commission" means the Securities and Exchange Commission.

      "SEC Documents" shall have the meaning set forth in Section 2.1(f).

      "Securities Act" shall mean the Securities Act of 1933, as amended.

      "Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes, if any, applicable to the sale.

      "Share Price" shall have the meaning set forth in Section 1.1.

      "Standstill Percentage" shall have the meaning set forth in Section
3.2(a)(i).

      "Standstill Period" shall have the meaning set forth in Section 3.2(a).

      "Subject Securities" shall have the meaning set forth in Section 4.4(a).

      "Third Party Intellectual Property License" shall have the meaning set
forth in Section 2.1(m)(i).

      "Third Party Intellectual Property Rights" shall have the meaning set
forth in Section 2.1(m)(vii).

      "Total Purchase Price" shall have the meaning set forth in Section 1.1.

      "Violation" shall have the meaning set forth in Section 4.7(a)(i).

      "Voting Securities" shall mean any shares of any class of the Company's
capital stock with voting rights generally to elect directors of the Company.