Subscription Agreement - Macrovision Corp. and C-Dilla Ltd.


                           CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE PORTIONS OF THIS AGREEMENT
MARKED [*].  THE OMITTED PORTIONS OF THIS AGREEMENT HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
                                          
                                          
                                          
                         Effective as at 17th February 1998
                          ----------------------------------



                                          
                                        [*]

                                          
                            (2) MACROVISION CORPORATION
                                          
                                          
                                (3) C-DILLA LIMITED




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

                               SUBSCRIPTION AGREEMENT
                            relating to C-DILLA LIMITED
                                          
                     ------------------------------------------




INDEX

1.   Definitions and Interpretations
2.   Conditions Precedent
3.   Subscription
4.   Completion
5.   Shareholders Agreement
6.   [*]
7.   Warranties, Representations and Undertakings
8.   Warranty Limitations
9.   [Not used]
10.  Authorisation
11.  Restrictive Covenant
12.  Notices
13.  Performance of this Agreement
14.  Announcements
15.  Costs
16.  Whole Agreement
17.  Successors
18.  Proper Law
19.  Severability
20.  No Partnership
21.  Waiver and Forbearance
22.  Further Assurance
23.  Joint and Several Obligations
24.  Exchange Rate
25.  Relationship of Parties
26.  Confidentiality

SCHEDULE 1 -   Short Details of Company
SCHEDULE 2 -   The Warranties
SCHEDULE 3 -   Properties
SCHEDULE 4-    Charges

AGREED FORM DOCUMENTS
A -  [Not used]
B -  Articles of Association
C -  Licence to Occupy 
D -  Financial Projections
E -  Management Accounts
F -  Directors' Questionnaires
G -  Resolutions
H -  Letter of amendment to the Service Agreement
I -  Software Marketing Licence and Development Agreement


                                          2


SUBSCRIPTION AGREEMENT

Effective as at 17th February 1998   

PARTIES:

(1)  [*]

(2)  MACROVISION CORPORATION whose registered office is at 1341 Orleans Drive
     Sunnyvale CA 94089 ('Macrovision'); and

(3)  C-DILLA LIMITED (Company number 2683202) whose registered office is at
     Woodley House Crockhamwell Road Woodley Reading Berkshire RG5 3JP ('the
     Company').

RECITALS:

(A)  The Company (particulars whereof are set out in Schedule 1) is a private
     company incorporated in England on 31st January 1992 under the Companies
     Act 1985.

(B)  The Investors hold the number of Shares in the capital of the Company set
     out opposite their names in Schedule 1 being all of the Shares in the
     capital of the Company in issue at the date of this Agreement.

(C)  At the request of the Founder, Macrovision has agreed to subscribe for new
     Shares in the Company upon the terms and conditions and in reliance of the
     Warranties hereinafter appearing.

(D)  In consideration of the above subscription the Investors and the Company
     have agreed to amend the Shareholders Agreement (as defined below) on the
     terms and conditions in this Agreement. 

OPERATIVE PART:

1.   DEFINITIONS AND INTERPRETATIONS
     In this Agreement, unless the context otherwise requires:
1.1  the following expressions shall have the following meanings:

''A' Ordinary Shares               ''A' Ordinary Shares of 10 pence each in the
                                   capital of the Company having the rights set
                                   out in the Articles

'Accounts'                         the audited profit and loss account of the
                                   Company for the period ended on the Balance
                                   Sheet Date and the audited balance sheet of
                                   the Company as at the Balance Sheet Date
                                   together with the notes and the report of the
                                   Directors and Auditors, being in the Agreed
                                   Form


                                          3


'Agreed Form'                      in the form (or in the form of the draft)
                                   which has for the purpose of identification
                                   been initialled by or on behalf of the
                                   Founder, Macrovision and the Company

'Articles'                         the new Articles of Association in the Agreed
                                   Form marked 'B' to be adopted by the Company

'Auditors'                         [*]

''B' Ordinary Shares'              'B' Ordinary Shares of 10 pence each in the
                                   capital of the Company having the rights set
                                   out in the Articles

'Balance Sheet Date'               31st December 1996

'Board'                            the Board of Directors of the Company (or
                                   when the context requires any other Group
                                   Company from time to time)

'Business'                         [*]

'Business Plan'                    the business plan to be prepared by the
                                   Founder and approved by the Board in
                                   accordance with Clauses 7.10 and 7.11 of this
                                   Agreement

'Claim'                            a claim for breach of any of the Warranties 

''C' Ordinary Shares'              'C' Ordinary Shares of 10 pence each in the
                                   capital of the Company having the rights set
                                   out in the Articles

'Companies Act'                    the Companies Acts 1985 and 1989

'Company's Solicitors'             Nabarro Nathanson of The Anchorage 34 Bridge
                                   Street Reading RG1 2LU

'Completion'                       completion of the matters referred to in
                                   Clause 4

'Completion Date'                  19 February 1998

''D' Ordinary Shares'              'D' Ordinary Shares of 10 pence each in the
                                   capital of the Company having the rights set
                                   out in the Articles

'Directors'                        all those individuals identified as directors
                                   of the Company in Schedule 1 being all the
                                   directors of the Company at the date of this
                                   Agreement and each other member of the Board
                                   from time to time

'Directors' Questionnaires'        the questionnaires in relation to the
                                   Directors in the agreed form marked 'F'


                                          4


'Disclosure Letter'                the letter of the same date as this Agreement
                                   addressed to Macrovision by the Founder and
                                   the Company

''E' Ordinary Shares'              'E' Ordinary Shares of 10 pence each in the
                                   capital of the Company having the rights set
                                   out in the Articles

'Emoluments'                       in relation to a person:-

                                   (a)  sums paid by way of fees, salary, bonus,
                                        commission, pension contributions and
                                        benefits in kind; and
                         
                                   (b)  all items of value received by any
                                        person (or by his spouse or by another
                                        on his behalf or for his benefit) from
                                        any Group Company
                         
'Employees'                        all the present employees of the Company

''F' Ordinary Shares'              'F' Ordinary Shares of 10 pence each in the
                                   capital of the Company having the rights set
                                   out in the Articles

'Financial Projections'            the financial projections for the Company
                                   prepared by the Founder in the Agreed Form
                                   marked 'D'

'Founder'                          Peter Alfred Newman

'Group'                            the Company and any Holding Company of the
                                   Company and each Subsidiary of the Company
                                   and such Holding Company from time to time

'Group Company'                    each company in the Group

'Holding Company'                  a holding company as that expression is
                                   defined in Section 736 Companies Act 1985

'Intellectual Property Rights'     any or all of the following (whether written
                                   or unwritten) and all rights in, arising out
                                   of, or associated therewith anywhere in the
                                   world: (i) all United Kingdom, international
                                   and foreign patents and applications therefor
                                   and all reissues, renewals and extensions
                                   thereof; (ii) all inventions (whether
                                   patentable or not), invention disclosures,
                                   discoveries, secret process, improvements,
                                   trade secrets, proprietary information, know
                                   how, technology, technical data and customer
                                   lists, and all documentation relating to any
                                   of the foregoing; (iii) all copyrights,
                                   copyright registrations and applications
                                   therefor; (iv) all industrial designs and


                                          5


                                   registrations and applications therefor
                                   throughout the world; (v) all trade names,
                                   logos, trademarks and service marks;
                                   trademark and service mark registrations and
                                   applications therefor and all goodwill
                                   associated therewith throughout the world;
                                   (vi) all databases and data collections and
                                   all rights therein throughout the world; and
                                   (vii) all computer software including all
                                   source code, object code, firmware,
                                   development tools, files, records and data,
                                   specifications, all media on which any of the
                                   foregoing is recorded, (viii) any similar,
                                   corresponding or equivalent rights to any of
                                   the foregoing and (ix) all manuals,
                                   instructions, catalogues and other
                                   documentation related to any of the foregoing

'Licence to Occupy'                [*]

'Listing'                          the admission to listing on the Official List
                                   of the London Stock Exchange, or the grant of
                                   permission to trade the whole or any class of
                                   the issued shares capital of the Company on
                                   the Alternative Investment Market or other
                                   recognised investment exchange (as defined by
                                   section 207 of the Financial Services Act
                                   1986)

'Macrovision Director'             any Director appointed to the Board by
                                   Macrovision from time to time pursuant to
                                   Clause 5.5

'Macrovision's Solicitors'         Pitmans of 47 Castle Street, Reading RG1 7SR
                         
'Management Accounts'              (a)  the draft unaudited profit and loss
                                        account of the Company for the period
                                        ended on 31 December 1997  and

                                   (b)  the draft unaudited Balance Sheet of the
                                        Company as at 31 December 1997 in the
                                        Agreed Form marked 'E'

'Management Accounts Date'         31 December 1997

'Ordinary Shares'                  Ordinary Shares of 10 pence each of whatever
                                   class in the capital of the Company having
                                   the rights set out in the Articles

'Preference Shares'                redeemable preference shares of L1 each in
                                   the capital of the Company having the rights
                                   set out in the Articles

'Properties'                       the properties short particulars of which are
                                   set out in Schedule 3


                                          6


'Proprietary Information'          shall include but not be limited to the
                                   parties' ideas, concepts, development plans
                                   for new or improved products or processes,
                                   data, formulae, techniques, designs,
                                   sketches, know-how, photographs, plans,
                                   drawings, specifications, samples, test
                                   specimens, reports, customer lists, price
                                   lists, findings, studies or inventions
                                   relating to tools, equipment and products.

'Resolutions'                      the Ordinary and/or Special Resolutions of
                                   the Company in the Agreed Form marked 'G'

'Service Agreement'                the service agreement between (1) the Founder
                                   and (2) the Company dated 2 October 1996

'Shares'                           all the shares of the Company of whatever
                                   class from time to time in issue

'Shareholders'                     the holders of the Shares from time to time

'Shareholders Agreement'           the agreement dated 2 October 1996 between
                                   the Investors, [*] and the Company;

'Software Marketing Licence
and Development Agreement'         the licence to be granted by the Company to
                                   Macrovision in the Agreed Form marked 'I'

'Subsidiary'                       a subsidiary company as defined in Section
                                   736 of the Companies Act

'Sunnyvale'                        Macrovision's headquarters at 1341 Orleans
                                   Drive Sunnyvale CA

'TA'                               Income and Corporation Taxes Act 1988

'Taxation'                         all forms of taxation, duties, imposts,
                                   levies and rates whatsoever and whenever
                                   imposed and whether of the United Kingdom or
                                   elsewhere and any interest, surcharge,
                                   penalty or fine in connection with the same

'TCGA'                             Taxation of Chargeable Gains Act 1988

'Warranties'                       the warranties, representations and
                                   undertakings set out in Schedule 2
                                   (references to a Warranty being to any of
                                   them);

1.2  references to a statute or statutory provision shall include any statute or
     statutory provision which (whether before or after the date of this
     Agreement) consolidates or replaces the same or which has been amended,
     consolidated or replaced by the same


                                          7


     and shall include any order, regulation, instrument or other subordinate
     legislation made under the relevant statute or statutory instrument;

1.3  the term 'equity share capital' shall have the meaning attributed to it in
     the Companies Act;

1.4  sections 839 (connected persons) and 417 (associate) TA are to apply to
     determine whether a person is connected or associated with another for the
     purposes of this Agreement;

1.5  references to those of the parties that are individuals include their
     respective legal personal representatives;

1.6  references to a 'Business Day' are to any day from Monday to Friday
     (inclusive) other than United Kingdom public bank holidays during normal
     working hours;

1.7  references in this Agreement and the Schedules to the parties, Clauses and
     Schedules are respectively to the parties and the Clauses of and the
     Schedules to this Agreement;

1.8  the headings are included for convenience only and shall not affect the
     interpretation or construction of this Agreement;

1.9  the Schedules shall for all purposes form part of this Agreement and the
     expression 'this Agreement' shall include the Schedules

1.10 references to the masculine gender shall include the feminine and neuter
     and vice versa and references to the singular number shall include the
     plural and vice versa;

1.11 references to persons shall include trustees, firms, unincorporated
     associations, corporations, partnerships, states and governmental and
     administrative entities;

1.12 references to 'writing' or 'written' include any form of visible
     reproduction;

1.13 any agreement, covenant, representation, warranty or undertaking in this
     Agreement on the part of two or more persons is made or given by such
     persons jointly and severally;

1.14 where any warranty is qualified by the expression 'so far as the Founder is
     aware' or 'so far as the Company is aware' or any similar expression, such
     warranty shall be deemed to include an additional warranty that the Company
     or Founder has made enquiry of the Directors and employees of the Company
     and patent registries throughout the world and has consulted the books and
     records of the Company and no further level of enquiry shall be imputed to
     the Founder or the Company under such additional warranty or otherwise;

2.   CONDITIONS PRECEDENT


                                          8


2.1  Completion and all obligations of Macrovision under this Agreement are
     conditional upon:

(a)  the passing of the Resolutions by the Company in general meeting, without
     amendment, and the implementation of the Resolutions;

(b)  Macrovision being satisfied with the replies to the Directors'
     Questionnaires;

(c)  Macrovision being satisfied as to the adequacy of the Company's insurance
     arrangements;

(d)  no breach of any undertaking referred to in Clause 5 and no condition,
     event or act which might constitute such a breach having occurred;

(e)  the delivery to Macrovision of such waivers, consents or authorities by
     members of the Company or other persons as Macrovision may require
     (including such waivers and class consents as may be required under the
     Company's existing articles of association) in order to enable Macrovision
     to be registered as the holder of the Shares for which it subscribes under
     this Agreement;

(f)  the due execution of a letter of amendment to the Service Agreement by the
     Founder and the Company; and 

(g)  the delivery of the following to Macrovision's Solicitors for inspection:

     (i)       the Common Seal, Certificate of Incorporation, Statutory Books,
               Share Certificate Books and Memorandum and Articles of
               Association of the Company; and
     (ii)      all licences (if any) obtained by or issued to the Company or any
               other person in connection with the Business or businesses
               carried on by it or them; and
     (iii)     any contracts, deeds or other documents which Macrovision has
               required prior to the date of this Agreement; and 
     (iv)      such minutes, resolutions and other documents as Macrovision may
               reasonably require in relation to the constitution of the Company
               and in relation to the creation and allotment of the Shares and
               the registration in the Register of Members of the Company of
               Macrovision as a Member of the Company.

2.2  The Founder hereby undertakes to Macrovision that he shall procure so far
     as he is able and otherwise use all reasonable endeavours to procure, the
     satisfaction of each of the conditions set out in Clause 2.1.

2.3  If any of the said conditions is not satisfied in full on or before
     Completion or waived by Macrovision then this Agreement shall cease to be
     of effect and no party shall have any liability under it except insofar as
     there is a breach by the Founder of Clause 2.2 or a breach by any party of
     Clause 21.

3.   SUBSCRIPTION


                                          9


     Macrovision hereby applies for the allotment and issue to it or its
     trustee, nominee or custodian at Completion of 247,500 'F' Ordinary Shares
     (currently representing 19.8% of the equity of the Company) for an
     aggregate price of  TWO MILLION ONE HUNDRED AND TWENTY ONE THOUSAND TWO
     HUNDRED AND TWELVE POUNDS (L2,121,212) and the Company shall allot to
     Macrovision or its trustee, nominee or custodian the said Shares and the
     Investors shall procure that Macrovision is registered as the holder of the
     said Shares in the Register of Members of the Company

4.   COMPLETION

4.1  Completion of the subscription by Macrovision shall take place on the
     Completion Date at the offices of Macrovision's Solicitors (or at such
     other place and time as the Investors and Macrovision may agree) when:

(a)  a Board Meeting shall be duly convened for the purpose of producing Written
     Resolutions of the Company in the form of the Resolutions;

(b)  subject to the passing of the Resolutions, Macrovision shall deliver to the
     Company, or as it may direct, the sum of L2,121,212.

(c)  a Board Meeting of the Company shall be duly convened at which the
     Directors shall:
     (i)       validly allot the Shares for which Macrovision has subscribed;
     (ii)      issue to Macrovision properly executed share certificates in
               respect of those Shares for which Macrovision has subscribed in
               the name of Macrovision or its nominee and enter the name of
               Macrovision or its nominee in the Register of Members as the
               registered holder of those Shares for which it has subscribed;
     (iii)     appoint [*] as the first Macrovision Director in accordance with
               the provisions of clause 5.5 below; and
     (iv)      approve the execution of the letter of amendment to the Service
               Agreement
     (v)       approve the execution of the Software Marketing Licence and
               Development Agreement
     (vi)      approve the execution of the [*]

4.2  The Shares belonging to Macrovision and the Investors shall have attached
     thereto and be subject to the rights and restrictions set out in the
     Articles.

5.   SHAREHOLDERS AGREEMENT

5.1  The Investors and the Company undertake to and covenant with Macrovision
     with effect from the Completion Date to comply with the provisions of and
     to perform their respective obligations as provided in the Shareholders
     Agreement, so far as they remain to be observed and performed and from the
     Completion Date, Macrovision shall become a party to the Shareholders
     Agreement as if Macrovision were named in the Shareholders Agreement as an
     Investor holding 247,500 F Shares.

5.2  The parties to this Agreement agree that all provisions of the Shareholders
     Agreement shall remain in full force and effect subject to the amendments
     set out in this clause. 


                                          10


5.3  The parties to this Agreement agree that from the Completion Date the
     Shareholders Agreement shall be read and construed as if the definitions
     'F' Ordinary Shares' and 'Macrovision Director' as set out in clause 1 were
     included in clause 1.1 of the Shareholders Agreement.

5.4  The Investors confirm to Macrovision that the conditions set out in clause
     3 of the Shareholders Agreement have been satisfied in full.

5.5  Macrovision shall be entitled to appoint a non-executive director to the
     Board and to the board of each Group Company in accordance with the terms
     of Clause 5.1.1 of the Shareholders Agreement (the non-executive director
     appointed by Macrovision to be known as the 'Macrovision Director') which
     shall apply to Macrovision mutatis mutandis as if set out herein.

5.6  The appointment of the Macrovision Director pursuant to Clause 5.5 shall
     cease with immediate effect if the aggregate number of 'F' Ordinary Shares
     held by Macrovision shall be less than 123,750

5.7  Macrovision agrees to comply with the terms of Clause 5.1.7 of the
     Shareholders Agreement regarding the appointment of a non-executive
     director.

5.8  The Macrovision Director shall be entitled to appoint an alternate director
     in accordance with the terms of Clause 5.2 of the Shareholders Agreement
     which shall apply to Macrovision mutatis mutandis as if set out herein.

5.9  Macrovision undertake to the Investors and the Company with effect from the
     Completion Date to comply with the provisions of clauses 8.1, 8.2, 8.3,
     8.4, 8.5, 9.1, 9.4, 9.5, 10.5, 14.2, 14.3 and 16.4 of the Shareholders
     Agreement.

5.10 Subject to the provisions of Clause 5.22 of this Agreement, the Macrovision
     Director and his alternate director shall be entitled to disclose to
     Macrovision such information concerning the Company and/or any Group
     Company as he thinks fit.

5.11 The Company (or relevant Group Company as the case may be) shall pay in
     respect of the services of the Macrovision Director but only for such time
     as he is appointed (apportioned pro rata for the term of appointment in any
     one year) a fee at the rate of L12,000 (plus VAT) per annum, quarterly in
     arrears, such amount being increased on each anniversary of the Completion
     Date by the percentage thereof (or of any increased amount) equal to the
     percentage increase (if any) in the Retail Price Index published by the
     Department of Employment (or any index substituted for the same) in the
     preceding 12 months.

5.12 The Company agrees with and undertakes to Macrovision to observe the
     provisions set out in clause 6.1 of the Shareholders Agreement which clause
     shall apply to Macrovision as if Macrovision were named as one of 'the
     Investors' therein.


                                          11


5.13 The Company will prepare and send to Macrovision as it may direct (all in
     such form and detail as is approved by the Macrovision Director) the items
     set out in clause 6.2 of the Shareholders Agreement within the times
     specified therein.  Where any provision of clause 6.2 refers to
     consultation with, the request of,  or the agreement of (or similar) any
     Investor or [*] or the Nominated Director (as those parties are defined in
     the Shareholders Agreement) such provision shall be read and construed as
     if consultation with, or the request of, or the agreement of (or similar)
     Macrovision was incorporated into such sub-clauses.

5.14 If the Company shall be in breach of its obligations under clauses 15.12 or
     15.13 then (without prejudice to any other rights which it may have in
     respect of such breach) Macrovision shall be entitled to appoint a firm of
     accountants pursuant to the provisions contained in Clause 6.3 of the
     Shareholders Agreement which shall apply as if Macrovision were named
     therein.

5.15 The Company undertakes to and covenants with Macrovision in the terms of
     Clause 6.4 of the Shareholders Agreement as if such undertakings were
     repeated herein.

5.16 The Company undertakes to and covenants with Macrovision that the Company
     shall not carry out any of the matters referred to in clause 6.5 of  the
     Shareholders Agreement without the prior consent of the holders of not less
     than 75 per cent of the voting rights conferred by the issued ordinary
     share capital of the Company.

5.17 The Company undertakes to and covenants with Macrovision that the Company
     shall not while there is a Macrovision Director without the prior written
     consent of the Macrovision Director (such consent not to be unreasonably
     withheld) do any of the acts set out in Clauses 6.6.1 - 6.6.22 of the
     Shareholders Agreement

5.18 Where in accordance with the provisions of the Shareholders Agreement (as
     amended by this Agreement) a consent or approval is expressed to be
     required of the Macrovision Director it may only be given:

5.18.1    by the Macrovision Director signing a written resolution of the Board
          approving the relevant transaction or matter;

5.18.2    by the Macrovision Director in writing addressed to the Board; or

5.18.3    if there is no Macrovision Director in office at the relevant time, by
          Macrovision giving its written consent or approval to the relevant
          matter. 

5.19 The Investors (other than [*]) jointly and severally warrant to Macrovision
     in the terms of clause 6.7.8 of the Shareholders Agreement as if such
     warranty was repeated herein.

5.20 Subject to clause 5.22 the Company shall supply to the Macrovision Director
     the information and documents referred to in clause 7.5 of the Shareholders
     Agreement.

5.21 The Founder undertakes to Macrovision in the terms set out in clause 10.1
     of the Shareholders Agreement as if such undertakings were repeated herein.


                                          12


5.22 Macrovision shall and procure that the Macrovision Director and any
     alternate director appointed by him shall comply with the terms of the
     confidentiality undertakings set out in Clause 10.4 of the Shareholders
     Agreement provided that such confidentiality undertakings shall not prevent
     Macrovision divulging or disclosing or making known or using such
     confidential information or information relating to Inventions or Know How
     where the same is permitted by the terms of the Software Marketing Licence
     and Development Agreement.  Provided further that the undertakings in
     clause 10.4 shall cease to apply to information which has come into the
     public domain (other than by a breach by Macrovision of this clause) or
     where disclosure is ordered by law or by any governmental or other
     authority or regulatory body.

5.23 The Investors confirm (for the purposes of clause 6.5.1 of the Shareholders
     Agreement) that they consent to the issue by the Company to Macrovision of
     the 'F' Ordinary Shares subscribed for by Macrovision in this Agreement.
          
5.24 [Not used] 

5.25 The Company and the Founder undertake and covenant to Macrovision that:

(a)  they will apply the subscription monies hereunder of Macrovision in the
     furtherance of the Products (as defined in the Software Marketing Licence
     and Development Licence Agreement)

(b)  comply fully with all laws, bye-laws, rules, regulations and codes of
     conduct relating to or being effective in respect of the Business and
     conduct its affairs so as to ensure that there is no breach or failure by
     the Company to comply with its duties and obligations under or restrictions
     imposed on it and its officers by the provisions of the Articles of
     Association of  the Company

(c)  at all times promptly and fully inform Macrovision of all matters coming to
     the attention of  the Company that affect or may affect the validity or
     enforceability of the Intellectual Property Rights including the actual or
     anticipated commencement of any proceedings by or against the Company in
     respect of them and to take such action as may from time to time be
     requested by Macrovision to protect, safeguard and enforce such
     Intellectual Property Rights

(d)  in so far as it is appropriate:
     (i)  procure that each Group Company shall give effect to each of the
          undertakings contained in this Clause 5 (other than this Clause
          5.25(d)) as if such undertakings had also been given individually by
          each such Group Company as if it had appeared in each undertaking in
          substitution for 'the Company' wherever it occurs; and
     (ii) if so requested by Macrovision ensure that each Group Company shall
          enter into a direct covenant with Macrovision in terms which are
          identical (mutatis mutandis) to the undertakings on the part of the
          Company contained in this Clause.



                                          13


5.26 In the event of a Listing of the Company Macrovision agrees that it will
     prior to the Listing give such class and other consents as may be required
     to vary the class rights relating to the 'F' shares in order to amend the
     Articles of Association to establish one class of ordinary share capital
     and make other changes as may reasonably be necessary.  

5.27 The parties agree that to the extent that any further equity share capital
     is required by the Company, an offer shall be made to Macrovision to
     participate in the provision of such funding (by subscription for further
     'F' Shares) in proportion (as nearly as practicable) to the percentage of
     the overall voting rights (exercisable by the equity shares in the capital
     of the Company) then exercisable by Macrovision.  No new 'F' Shares will be
     issued other than to the holders of 'F' Shares.  Macrovision agrees that if
     it does not participate to the full amount of its entitlement as above the
     voting rights exercisable in respect of its holding of 'F' Shares shall be
     reduced to the following percentage of the said overall voting rights:-

          A x C
         ---
          B

    where A is the number of 'F' Shares held by Macrovision after the said
          funding is completed.

          B is the number of 'F' Shares that would have been held by Macrovision
          after the said funding is completed if it had taken up its full
          entitlement to participate in the provision of the funding
          
          C is the percentage (immediately before the said funding) of the total
          voting rights exercisable by the 'F' Shares held by Macrovision.
          
     and Macrovision undertakes to give all necessary class and other consents
     to give effect to this reduction and the corresponding increases in the
     voting rights of other classes of Ordinary Shares.
          
6.   [*]

6.1  [*]

6.2  [*]

7.   WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

7.1  Each of the Founder and the Company jointly and severally hereby:-

     (a)  acknowledges that Macrovision has been induced to enter into this
          Agreement and to subscribe for Shares on the basis of the Warranties;
          and

     (b)  warrants, represents and undertakes to Macrovision in the terms of
          Schedule 2 subject only to any matters fully and fairly disclosed in
          the Disclosure Letter


                                          14


7.2  Each of the Founder and the Company hereby confirms and agrees that each of
     the Warranties is a separate and independent warranty, representation and
     undertaking and that no one of the Warranties shall be limited by reference
     to any other of them or by this Agreement.

7.3  No proceedings shall be commenced in respect of any claim for breach of the
     Warranties unless notice giving details of the claim shall have been
     delivered to the Founder and/or the Company by Macrovision within two years
     of the Completion Date or, in the case of Warranties relating to Taxation,
     within seven years of the Completion Date (except in the case of fraud or
     wilful non-disclosure when this limitation shall not apply)

7.4  Macrovision may assign the whole or any part of the benefit of any of the
     Warranties on a transfer of all or any Shares held by Macrovision.

7.5  The rights and remedies of Macrovision in respect of any breach of any of
     the Warranties shall not be affected by:

     (a)  Completion;
     (b)  any investigation made by or on behalf of Macrovision into the affairs
          of any Group Company or the Business; or
     (c)  any other event or matter whatsoever which otherwise might have
          affected such rights and remedies except a specific and duly
          authorised written waiver or release.

7.6  Any information supplied by any Group Company or its agents,
     representatives or advisers to the Founder or his agents, representatives
     or advisers in connection with, or which forms the basis of, any of the
     Warranties, the Disclosure Letter, the Financial Projections or otherwise
     in relation to the business and affairs of any Group Company (whether
     before or after the date of this Agreement) shall not be treated as a
     representation, warranty or guarantee of the accuracy thereof by that or
     any other Group Company to the Founder and shall not constitute a defence
     to any claim by Macrovision under the Warranties and the Founder hereby
     irrevocably waives any and all claims against the relevant Group Company in
     respect thereof.

7.7  In the event of any breach of Warranties 5.5 and/or 13 (without restricting
     the rights or ability of Macrovision to claim damages or indemnity from the
     Founder and on any basis available to it in respect of such breach) the
     Founder shall on demand at the sole option of Macrovision 

7.7.1     pay to the Company the amount by which the value of any asset or
          assets of the Company is or are less than or (as the case may be) the
          amount by which any loss and/or liability or liabilities of the
          Company is or are greater than would have been the case if there had
          been no breach of the Warranties; or 


                                          15


7.7.2     pay to Macrovision the amount by which the aggregate value of
          Macrovision's shares then in issue is less than would have been the
          case if there had been no breach of the Warranties 

     and shall further on demand fully indemnify Macrovision and the Company
     against all costs charges expenses and other losses or liabilities which
     they would not have incurred or which would not have existed if there had
     been no such breach or claim or which are reasonably incurred by
     Macrovision or the Company or any of them in connection with any claim or
     enforcement of its or their rights arising in relation thereto and also
     against any additional liability to tax which may arise by reason of any
     payment under clause 7.7.1 and 7.7.2

7.8  In the event of any breach of the Warranties (other than Warranties 5.5
     and/or 13) the Company and/or the Founder shall on demand pay to
     Macrovision the amount by which the aggregate value of Macrovision's shares
     then in issue is less than would have been the case if there had been no
     breach of the Warranties and shall further on demand fully indemnify
     Macrovision and the Company against all costs charges expenses and other
     losses or liabilities which they would not have incurred or which would not
     have existed if there had been no such breach or claim or which are
     reasonably incurred by Macrovision or the Company or any of them in
     connection with any claim or enforcement of its or their rights arising in
     relation thereto and also against any additional liability to tax which may
     arise by reason of any payment under clause 7.8.

7.9  Each of the Investors hereby jointly and severally warrant to Macrovision
     that at Completion no claim or dispute has arisen under the Subscription
     and Shareholders Agreement dated 2 October 1996 entered into between (1)
     The Founder and others [*] ('the Subscription and Shareholders Agreement')
     and others which remains outstanding or unresolved including, without
     limitation, any claim under the representations and warranties set out in
     Schedules 5, 6  and 7 thereto and so far as the Investors are aware no such
     claim or dispute is pending or threatened.

7.10 The Founder undertakes within 3 weeks of Completion to prepare and submit
     to the Board  a Business Plan setting out the Company's commercial and
     financial objectives and commitments during the following year  in relation
     to all projects proposed to be undertaken by the Company and including the
     facilities required, the members of staff involved and the estimated time
     and cost of completing each stage of the proposed Projects. 

7.11 The Board shall have 21 days from the date of receipt of the draft Business
     Plan to review the same and shall give written notice to the Company
     stating whether or not it accepts the draft Business Plan.  If the Board
     notifies the Founder of any amendments or modifications to the draft
     Business Plan in order for it to be accepted by the Board the Founder shall
     re-submit the draft Business Plan to the Board containing such amendments
     or modifications for further review and acceptance by it.

7.12 Macrovision shall not upon a sale of Shares be required to give any
     warranties or indemnities except as to title to its Shares.


                                          16


8.   WARRANTY LIMITATIONS

8.1  Neither the Founder nor the Company shall have any liability in respect of
     any Claim to the extent arising from any matter, act, omission or
     circumstance:

8.1.1     fully and fairly disclosed in the Disclosure Letter;

8.1.2     which would not have occurred but for any act, omission or transaction
          on or after Completion by or with the consent of Macrovision.

8.2  In the event of a Claim  Macrovision shall not be entitled to rescind this
     agreement

8.3  Nothing in this agreement shall operate to reduce Macrovision's common law
     duty to mitigate any loss giving rise to any Claim and Macrovision shall
     take reasonable steps so to mitigate.

8.4  A Claim in respect of which notice is given in accordance with clause 7.3
     shall, if it has not previously been satisfied, settled or withdrawn, be
     deemed to have been withdrawn and be barred and unenforceable  unless legal
     proceedings have been issued and served on the Founder in respect of such
     Claim within 9 months after the date of such notice or, where the Claim is
     based on a contingent liability, within 6 months after such liability
     ceases to be contingent.

8.5  Neither the Founder nor the Company shall have any liability in respect of
     a Claim unless:

8.5.1     the liability agreed or determined in respect of the Claim (excluding
          related interest and costs) exceeds [*] (save that where one or more
          individual Claims relate to the same cause or an associated event
          Macrovision may treat all such Claims as one Claim and not as
          individual Claims); and

8.5.2     the aggregate liability agreed or determined (excluding related
          interest and costs) in respect of all Claims referred to in clause
          8.5.1 exceeds [*] and if such aggregate liability exceeds that amount
          then the Founder and/or the Company shall be liable for the whole of
          the liability and not just the excess.

8.6  The aggregate liability of the Founder for any breach of this Agreement
     shall not exceed [*]

8.7  The aggregate liability of the Company for any breach of this Agreement
     shall not exceed [*] (excluding related interest and costs)

8.8  Neither the Founder nor the Company shall have any liability in respect of
     any Claim which is based upon a liability which is contingent only unless
     and until such contingent liability becomes an actual liability and is due
     and payable.


                                          17


8.9  Neither the Founder nor the Company shall have any liability in respect of
     any Claim to the extent that  the Accounts make provision or reserve for
     the matter giving rise to the Claim; 

8.10 Neither the Founder nor the Company shall have any liability in respect of
     any Claim to the extent arising from:-

8.10.1    the passing of, or change in, after the date of this agreement, any
          law, regulation or rule of any government, governmental department,
          agency or regulatory body (including any stock exchange) or any
          judgment delivered after the date of this agreement with retrospective
          effect, or any increase in the rates of Taxation or any imposition of
          Taxation not in effect at the date of this agreement;

8.10.2    a change after Completion in the methods which have been used by the
          Company in valuing stock in trade and work in progress or any other
          change in accounting policy or practice all not in accordance with
          relevant SSAPs or FRSs or any change to the length of any accounting
          period or to the accounting reference date of the Company;

8.10.3    the failure or omission by the Company or Macrovision to make any
          claim, election, surrender or disclaimer or give any notice or consent
          or do any other thing under the provisions of any enactment or
          regulation relating to Taxation after Completion, and the making,
          giving or doing of which was taken into account in computing the
          Taxation in the Accounts;
 
8.10.4    any claim, election, surrender or disclaimer properly made or notice
          or consent properly given or any other thing properly done after
          Completion by the Company or Macrovision or their agents under the
          provisions of any enactment or regulation relating to Taxation.
 
8.11 Neither the Founder nor the Company shall have any liability in respect of
     any Claim to the extent that the loss in respect of which the Claim is made
     is recovered under a policy of insurance in favour of the Company 

8.12 If the Founder has paid to Macrovision any amount in respect of a Claim and
     Macrovision subsequently receives or recovers from a third party (including
     an insurer) a sum which is referable to such Claim, Macrovision shall
     forthwith repay to the Founder the amount so received or recovered up to
     the amount which has been paid by the Founder in respect of such Claim
     (after deducting all reasonable costs charges and expenses incurred by
     Macrovision in making such recovery)

8.13 If Macrovision becomes aware of a matter which could reasonably be
     expected to give rise to a Warranty Claim, Macrovision shall give notice in
     writing of that fact as soon as reasonably practicable to the Founder.  

8.14 If the Company or Macrovision receives notice of a claim by a third party
     ('Third Party Claim') against the Company or Macrovision which might
     constitute or give rise


                                          18


     to a liability pursuant to this agreement, the Founder and Macrovision
     shall consult with each other regarding the conduct of the Third Party
     Claim.  

8.15 A party having conduct of a Third Party Claim shall keep the other fully
     informed of the progress and the defence of any Third Party Claim and shall
     consult with and have due regard for the other's reasonable
     representations.

9.   [NOT USED]

10.  AUTHORISATION

     Each of the parties represents, warrants and undertakes to the others that
     he or it has taken all necessary corporate and other action to enable he or
     it validly to accept and perform the obligations imposed on him or it under
     the terms of this Agreement and that performance of the provisions of this
     Agreement will not result in a breach of or constitute a default under any
     agreement, statute, law, regulation or other contractual restriction
     binding upon him or it.  

11.  RESTRICTIVE COVENANT

     The Company and Macrovision each hereby covenants with each other that for
     so long as Macrovision is a Shareholder and for 12 months after Macrovision
     ceases to be a Shareholder it will not directly or indirectly and whether
     on its own behalf or for another do or attempt to do any of the following:

11.1 communicate with an employee of the other in a manner calculated or likely
     to cause that employee to leave or end or seek to leave or end his or her
     position or relationship with any company in the same group as the other,
     regardless of whether or not such communication would be in breach of any
     contract;

11.2 employ, engage the services of or work directly or indirectly with an
     employee of the other, except in accordance with the terms of the Software
     Marketing Licence and Development Agreement.

12.  NOTICES
     
     Any notice to be given pursuant to this Agreement shall be in writing and
     addressed to the person concerned at the last address which such person
     shall have notified in writing to the parties to this Agreement for the
     purpose at least 15 Business Days prior to such notice being given or,
     failing such notification, at it registered office for the time being (if a
     company) or at the address set out in this Agreement (if an individual). 
     Any notice in writing correctly addressed shall be treated as validly
     served, if by delivery, at the time of delivery; if remote copier, at the
     time of despatch; and if by post, 48 hours after it is posted in the United
     Kingdom by first class prepaid registered post.  In proving service, it
     shall be sufficient for the sender to prove that the notice was delivered,
     despatched or posted in the manner described above.

13.  PERFORMANCE OF THIS AGREEMENT 


                                          19


13.1 The Founder and Macrovision agree that, so far as permitted by law, they
     will jointly and severally take all necessary steps (including if necessary
     but without limitation the exercise of any voting rights held by them,
     whether as shareholder in the Company or as Director, or otherwise) in
     order that the provisions of this Agreement and of any agreements entered
     into by the Company pursuant to this Agreement are given full force and
     effect.

13.2 In the event of any conflict between the provisions of this Agreement and
     the provisions of the Articles, the provisions of this Agreement shall
     prevail.

13.3 This Agreement shall, as to any of its provisions remaining to be performed
     or capable of taking effect following the Completion Date, remain in full
     force and effect following the Completion Date.

14.  ANNOUNCEMENTS

     No party hereto shall make any announcement statement or communication in
     relation to any of the transactions provided for in this Agreement or any
     matter ancillary thereto (other than to professional advisers whose
     province it is to know the same) without the prior consent of the other
     parties hereto, (which consent shall not be unreasonably withheld or
     delayed) save to the extent required by law or any Stock Exchange or by any
     governmental or other authority or regulatory body

15.  COSTS
     
     The Company, Macrovision and the Investors shall each pay their own costs
     and expenses incurred in relation to the negotiation, preparation and
     completion of this Agreement.

16.  WHOLE AGREEMENT

16.1 It is acknowledged and agreed that this Agreement (which shall include the
     documents and instruments referred to herein) shall supersede all prior
     representations arrangements understandings and agreement between the
     parties relating to the subject matter hereof and shall constitute the
     entire complete and exclusive agreement and understanding between the
     parties hereto.

16.2 The parties irrevocably and unconditionally waive any right they may have
     to claim damages for any misrepresentation arrangement understanding or
     agreement not contained in this Agreement or for any breach of any
     representation or warranty not contained in this Agreement (unless such
     misrepresentation or representation or warranty was made fraudulently).

16.3 It is further acknowledged and agreed that no misrepresentations
     arrangements  understandings or agreements (whether written or oral) made
     by or on behalf of any the other parties have been relied upon other than
     those expressly set out or referred to in this Agreement.


                                          20


16.4 No alteration amendment or variation of this Agreement shall be of any
     force or effect unless it is writing and signed by (or by some person duly
     authorised by) each of the parties



17.  SUCCESSORS

17.1 This Agreement shall be binding upon the personal representatives or
     successors in title and permitted assigns of the parties hereto and
     references to 'the Company', and 'the Founder' and the 'Investors' shall be
     read and construed accordingly provided that this Agreement shall not be
     binding on the Personal Representatives of the Founder.

17.2 Save as specifically provided in Clause 7.4 and without prejudice to the
     right to transfer shares under the Articles no party shall be entitled to
     assign his or its rights or obligations under this Agreement without the
     written consent of all the other parties (such consent not to be
     unreasonably withheld or delayed).

17.3 Macrovision shall be entitled to assign all (but not some only) of its
     rights or obligations under this Agreement to any person to whom it shall
     have transferred all or any of its holding of Shares pursuant to the
     provisions of this Agreement and/or the Articles.

18.  PROPER LAW

     This Agreement and the documents to be entered into as provided herein
     shall be governed by and construed in accordance with English law and the
     parties hereto agree to submit to the non-exclusive jurisdiction of the
     English Courts.

19.  SEVERABILITY

     Each of the obligations contained in the clauses and sub-clauses of this
     Agreement shall be construed as separate and severable obligations but if
     at any time any one or more of the obligations is or becomes invalid
     illegal or unenforceable in any respect under law but would be valid if
     some part thereof were deleted or the period or area of application reduced
     such obligation shall apply with such modification as may be necessary to
     make it valid and effective and in any event the validity legality and
     enforceability of the remaining obligations clauses and sub-clauses hereof
     shall not in any way be affected or impaired thereby.  Notwithstanding the
     foregoing the parties hereto shall thereupon negotiate in good faith in
     order to agree the terms of a mutually satisfactory provision to be
     substituted for the provision so found to be invalid illegal or
     unenforceable.

20.  NO PARTNERSHIP


                                          21


     None of the provisions of this Agreement shall be deemed to constitute a
     partnership between the Investors and Macrovision and the Investors shall
     have no authority to bind Macrovision in any way.

21.  WAIVER AND FORBEARANCE

     No failure or delay on the part of any party hereto to exercise any right
     or remedy under this Agreement will operate as a waiver thereof and no
     waiver by any party in respect of any breach shall operate as a waiver in
     respect of any subsequent breach.

22.  FURTHER ASSURANCE

     The Company and the Investors jointly and severally agree to do and execute
     all such lawful and necessary acts, deeds, documents and things within its
     or their power as Macrovision may reasonably require for giving full effect
     to this Agreement and for securing to Macrovision the full benefit of the
     rights powers and remedies conferred upon it in this Agreement.

23.  JOINT AND SEVERAL OBLIGATIONS

     Where this Agreement is executed by or on behalf of two or more parties
     together:-

23.1 Those parties' obligations shall take effect as joint and several
     obligations and all references to those parties shall take effect as
     references to any of them;

23.2 This Agreement shall not be revoked or impaired as to any of such parties
     by the death incapacity or insolvency of any other; and

23.3 Macrovision may release or discharge any one of such party from their
     obligations under this Agreement or accept any composition from or make any
     other arrangements with any of such parties without releasing or
     discharging the other(s) or otherwise prejudicing or affecting the rights
     and remedies of Macrovision against the other(s)

24.  EXCHANGE RATE

     The parties agree that other than any payments due on Completion or where
     the express terms of this Agreement otherwise require any payments from one
     party to any other party or parties under this Agreement shall be paid in
     US Dollars in accordance with the exchange rate applicable at the date of
     payment.

25.  RELATIONSHIP OF PARTIES

     Each of the parties to this Agreement confirms that it is executing this
     Agreement as principal and not as agent or broker for any other person.

26.  CONFIDENTIALITY 


                                          22


26.1 All Proprietary Information disclosed by any party to any other party in
     connection with the performance of this Agreement or otherwise relating to
     the Company's Business or the business and affairs of any other party to
     this Agreement (except such information as may be generally available to
     the public) shall be agreed to have been disclosed in confidence and each
     party is obliged to keep any such information as it may acquire
     confidential and, save to the extent required by law or by any governmental
     or other authority or regulatory body or as set out on clause 26.2 below,
     not to disclose it, nor the contents and existence of this Agreement to any
     other person or otherwise improperly use it at any time hereafter, except
     insofar as such information has entered the public domain otherwise than in
     breach of this clause.

26.2 Each party shall ensure that disclosure of any Proprietary Information is
     restricted to those employees or directors having the need to know the
     same.  Copies or reproductions shall not be made except to the extent
     reasonably necessary for the performance of this Agreement and shall be the
     property of the disclosing party. 

EXECUTION:

The parties have shown their acceptance of the terms of this Agreement by
executing it at the end of the Schedules.



                                          23


SIGNED by the said                      )
[*]                                     )
in the presence of:                     )

Witness:

Address:



Occupation:



SIGNED by the said                      )
[*]                                     )
in the presence of:                     )

Witness:

Address:



Occupation:



SIGNED by                               )
[*]                                     )
Director for and on behalf of           )
[*]                                     )
in the presence of:                     )


Witness:

Address:



Occupation:


                                          24


SIGNED by                               )
[*]                                     )
Director for and on behalf of           )
[*]                                     )
in the presence of:                     )


Witness:

Address:



Occupation:



SIGNED by                               )
[*]                                     )
Director for and on behalf of           )
[*]                                     )
in the presence of:                     )


Witness:

Address:



Occupation:



SIGNED by                               )
                                        )
Director for and on behalf of           )
[*] in the presence of:                 )


Witness:

Address:


Occupation:

SIGNED by                               )


                                          25


                                        )
Director for and on behalf of           )
[*] in the presence of:                 )


Witness:

Address:



Occupation:



SIGNED by                               )
                                        )
Director for and on behalf of           )
[*]                                     )
in the presence of:                     )


Witness:

Address:



Occupation:



SIGNED by                               )
                                        )
Director for and on behalf of           )
[*]                                     )
in the presence of:                     )


Witness:

Address:


Occupation:

SIGNED by                               )
[*]                                     )


                                          26


Director for and on behalf of           )
C-DILLA LIMITED                         )
in the presence of:                     )


Witness:

Address:



Occupation:


                                          27