1996 Directors Stock Option Plan - Macrovision Corp.

                               MACROVISION CORPORATION
                           1996 DIRECTORS STOCK OPTION PLAN

               As Adopted by the Board of Directors on December 3, 1996



    1.   PURPOSE.  The purpose of the Macrovision Corporation 1996 Directors
Stock Option Plan (the 'Plan') is to grant to non-employee members of the
Company's Board of Directors ('Outside Directors') of Macrovision Corporation
(the 'Company') the opportunity to acquire Common Stock of the Company, thereby
encouraging such persons to accept or continue their service on the Company's
Board of Directors; to align the interests of such persons with those of the
Company's stockholders through stock ownership; and to furnish such persons an
additional incentive to improve operations and increase profits of the Company.

         To accomplish the foregoing objectives, this Plan provides a means
whereby Outside Directors may receive options to purchase Common Stock.  Options
granted under this Plan will be nonstatutory (nonqualified) stock options.

    2.   ADMINISTRATION.  The Plan shall be administered by the Company's Board
of Directors (the 'Administrator'), which shall have the power and authority to
grant stock options consistent with the terms of the Plan, including the power
and authority:

         (a)  to determine the terms and conditions of the stock option
agreements entered into between the Company and any Outside Director;

         (b)  to interpret the Plan;

         (c)  to modify or amend any such option; and

         (d)  to make all determinations necessary or advisable for the
administration of the Plan.

    3.   ELIGIBILITY; NUMBER. Each Outside Director who first becomes a member
of the Company's Board of Directors after the effective date of the Registration
Statement on Form SB-2 for the initial public offering of the Company's Common
Stock (the 'IPO Date') shall be granted options to purchase nine thousand
(9,000) shares of the Company's Common Stock effective as of the date he or she
first becomes a member of the Company's Board of Directors (the 'Initial Grant
Date') and shall be granted options to purchase five thousand four hundred
(5,400) shares of the Company's Common Stock annually on each successive
anniversary of the Initial Grant Date commencing on the one (1) year anniversary
of the Initial Grant Date, provided that such Outside Director continues to
serve on the Company's Board of Directors on such dates.  Each Outside Director
who is serving as a member of the Company's Board of Directors on the IPO Date
will be granted an option to purchase five thousand four hundred (5,400) shares
of the Company's Common Stock annually on each




successive anniversary of the IPO Date commencing on the one (1) year
anniversary of the IPO Date, provided that such Outside Director continues to
serve on the Company's Board of Directors on such dates.  Each employee member
of the Company's Board of Directors who becomes an Outside Director as a result
of ceasing to be an employee of the Company will be granted an option to
purchase five thousand four hundred (5,400) shares of the Company's Common Stock
annually on each successive anniversary of the IPO Date commencing on the first
anniversary of the IPO Date on which such individual serves as an Outside
Director, provided that such individual continues to serve as an Outside
Director on the Company's Board of Directors on such dates, but such an
individual will not receive any initial grant of an option to purchase nine
thousand (9,000) shares of the Company's Common Stock.

    4.   EXERCISE PRICE. The exercise price of each option to purchase a share
of the Company's Common Stock shall be the fair market value of a share of the
Company's Common Stock on the date on which such option is granted.  For all
purposes of this Plan, the fair market value of the Company's Common Stock on
any particular date shall be the closing price on the trading day next preceding
that date on the principal securities exchange on which the Company's Common
Stock is listed, or, if such Common Stock is not then listed on any securities
exchange, then the fair market value of the Common Stock on such date shall be
the closing price as reported by the National Association of Securities Dealers,
Inc. Automated Quotation System ('NASDAQ') on the trading day next preceding
such date.  In the event that the Company's Common Stock is neither listed on a
securities exchange nor quoted by NASDAQ, then the Administrator shall determine
the fair market value of the Company's Common Stock on such date.

    5.   COMMON STOCK SUBJECT TO PLAN.

         (a)  There shall be reserved for issue upon the exercise of options
granted under the Plan one hundred eight thousand (108,000) shares of Common
Stock, subject to adjustment as provided in Section 8 hereof.  If an option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full, the unpurchased shares subject thereto shall again be
available for the purposes of the Plan.

         (b)  Notwithstanding any other provisions of this Plan, the aggregate
number of shares of Common Stock subject to outstanding options granted under
this Plan, plus the aggregate number of shares issued upon the exercise of all
options granted under this Plan, shall never be permitted to exceed the number
of shares specified in the first sentence of Subsection 5(a) above.

    6.   TERMS OF OPTIONS.  Each option granted under the Plan shall be
evidenced by a nonstatutory stock option agreement between the individual to
whom the option is granted (the 'optionee') and the Company.  Each such
agreement shall designate the option thereby granted as a nonstatutory stock
option.  Each such agreement shall be subject to the terms and conditions set
forth in this Section 6, and to such other terms and conditions not inconsistent


                                          2




herewith as the Administrator may deem appropriate in each case.  All options
granted under this Plan shall be subject to the following terms and conditions:

         (a)  TERM OF OPTIONS.  The period or periods within which an option
may be exercised shall be determined by the Administrator at the time the option
is granted, but in no event shall such period extend beyond ten (10) years from
the date the option is granted.

         (b)  METHOD OF PAYMENT FOR COMMON STOCK.  Payment for stock purchased
upon any exercise of an option granted under this Plan shall be made in full
concurrently with such exercise by any one of the following methods: (i) in
cash; (ii) if and to the extent the instrument evidencing the option so provides
and if the Company is not then prohibited from purchasing or acquiring shares of
such stock, with shares of the same class of stock as are subject to the option
that have been held by the optionee for the requisite period necessary to avoid
a charge to the Company's earnings for financial reporting purposes, delivered
in lieu of cash, with the shares so delivered to be valued on the basis of the
fair market value of the stock (determined in a manner specified in the
instrument evidencing the option) on the date of exercise; (iii) through a 'same
day sale' commitment from the optionee and a broker-dealer that is a member of
the National Association of Securities Dealers (the 'NASD Dealer') whereby the
optionee irrevocably elects to exercise the option and to sell a portion of the
shares so purchased to pay for the exercise price, and whereby the NASD Dealer
irrevocably commits upon receipt of such shares to forward the exercise price
directly to the Company; (iv) through a 'margin' commitment from the optionee
and a NASD Dealer whereby the optionee irrevocably elects to exercise the option
and to pledge the shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the exercise price ,
and whereby the NASD Dealer irrevocably commits upon receipt of such shares to
forward the exercise price directly to the Company; or (v) any combination of
the foregoing.

         (c)  VESTING.  The option shares shall become first exercisable
ratably over a four (4) year period such that one forty-eighth (1/48) of the
option shares shall become first exercisable on the last day of each month,
beginning with the first full month following the date of grant, provided that
the optionee continues to serve on the Company's Board of Directors on such
dates.  Notwithstanding the foregoing, all options granted to an optionee under
this Plan will become exercisable immediately upon the optionee's death or
disability while serving on the Company's Board of Directors.

         (d)  DEATH; DISABILITY; RESIGNATION.  In the event of an optionee's
death or disability while serving on the Company's Board of Directors, all
options granted to that optionee under this Plan may be exercised by the
optionee or the optionee's estate for a period of one (1) year after the date on
which the optionee ceases to serve on the Company's Board and will terminate if
not exercised during such period, subject to termination on the expiration of
the stated term of the option, if earlier.  If an optionee resigns from the
Company's Board of Directors or declines to stand for reelection, options that
have become exercisable through


                                          3




the last date on which the optionee serves on the Company's Board may be
exercised for a period of three (3) months thereafter and will terminate if not
exercised during such period, subject to termination on the expiration of the
stated term of the option, if earlier.  If an optionee is removed from the Board
by action of the Company's Stockholders or Board of Directors, options that have
become exercisable through the date of such removal may be exercised for a
period of one (1) week thereafter and will terminate if not exercised during
such period, subject to termination on the expiration of the stated term of the
option, if earlier.  The 'optionee's estate' shall mean the duly authorized
conservator or guardian of the estate of the optionee or the executor of the
optionee's last will or the duly authorized administrator or special
administrator of the optionee's probate estate or any other legal representative
of the optionee's estate duly appointed as a result of the optionee's death or
incapacity or any person who acquires the right to exercise this option by
reason of the optionee's death under the optionee's will or the laws of
intestate succession.

         (e)  WITHHOLDING AND EMPLOYMENT TAXES.  At the time of exercise of an
option, the optionee shall remit to the Company in cash the amount of any and
all applicable federal and state withholding and employment taxes.

    7.   STOCK ISSUANCE AND RIGHTS AS STOCKHOLDER.  Notwithstanding any other
provisions of the Plan, no optionee shall have any of the rights of a
stockholder (including the right to vote and receive dividends) of the Company,
by reason of the provisions of this Plan or any action taken hereunder, until
the date such optionee shall both have paid the exercise price for the Common
Stock and shall have been issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company) the
stock certificate evidencing such shares.

    8.   NON-TRANSFERABILITY OF OPTIONS.  No option shall be transferable by
the optionee otherwise than by will or by the laws of descent and distribution
and all options shall be exercisable, during the optionee's lifetime, only by
the optionee. Notwithstanding the foregoing, the Administrator may provide in
any option agreement that the optionee may transfer, without consideration for
the transfer, such option to members of his immediate family, to trusts for the
benefit of such family members, to partnerships in which such family members are
the only partners, or to charitable organizations, provided that the transferee
agrees in writing with the Company to be bound by all of the terms and
conditions of the Plan and the applicable option agreement.

    9.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

         (a)  Subject to any required action by the Company's stockholders, the
number of shares of Common Stock covered by this Plan as provided in Section 5,
the number of shares covered by each outstanding option granted hereunder and
the exercise price thereof shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a split,
reverse split, subdivision or consolidation of such


                                          4




shares or the payment of a stock dividend (but only on the Common Stock) or any
other increase or decrease in the number of such outstanding shares of Common
Stock effected without the receipt of consideration by the Company; provided,
however, that the conversion of any convertible securities of the Company shall
not be deemed to have been 'effected without receipt of consideration.'

         (b)  In the event of (i) a dissolution or liquidation of the Company;
(ii) a merger or consolidation in which the Company is the not the surviving
corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the stockholders of
the Company or their relative stock holdings and the options granted under this
Plan are assumed, converted or replaced by the successor corporation, which
assumption will be binding on all optionees); (iii) a merger in which the
Company is the surviving corporation but after which the stockholders of the
Company (other than any stockholder which merges (or which owns or controls
another corporation which merges) with the Company in such merger) cease to own
their shares or other equity interests in the Company; (iv) the sale of
substantially all of the assets of the Company; or (v) any other transaction
which qualifies as a 'corporate transaction' under Section 424(a) of the
Internal Revenue Code of 1986, as amended, wherein the stockholders of the
Company give up all of their equity interest in the Company (except for the
acquisition, sale or transfer of all or substantially all of the outstanding
shares of the Company from or by the stockholders of the Company), any and all
outstanding options under this Plan shall become fully exercisable,
notwithstanding any other provision of this Plan and without regard to any
vesting provisions contained in the options, for a reasonable period of time
prior to the consummation of such event.  Upon any such event, the successor
corporation (if any) may assume, convert or replace any outstanding options that
are not exercised prior to the consummation of the event or may substitute
equivalent options or provide substantially similar consideration to the
optionees as was provided to the stockholders (after taking into account the
existing provisions of the option grants).  In the event such successor
corporation (if any) does not assume or substitute options, as provided above,
upon an event described in this Subsection 8(b), such options will terminate on
the consummation of such event at such time and on such conditions as the
Company's Board of Directors shall determine.

         (c)  To the extent that any adjustments described in this Section 8
relate to stock or securities of the Company, such adjustments shall be made by
the Company's Board of Directors, whose determination in that respect shall be
final, binding and conclusive.

         (d)  Except as expressly provided in this Section 8, no optionee shall
have any rights by reason of any subdivision or consolidation of shares of the
capital stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of any class or by reason of any
dissolution, liquidation, merger or consolidation or spin-off of assets or stock
of another corporation, and any issue by the Company of shares of stock of any
class or of securities convertible into shares of stock of any class shall not
affect,


                                          5




and no adjustment by reason thereof shall be made with respect to, the number or
price of shares subject to any option granted hereunder.

         (e)  The grant of an option pursuant to this Plan shall not affect in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.

    10.  SECURITIES LAW REQUIREMENTS.

         (a)  The Administrator may require an individual as a condition of the
grant and of the exercise of an option, to represent and establish to the
satisfaction of the Administrator that all shares of Common Stock to be acquired
upon the exercise of such option will be acquired for investment and not for
resale.  The Administrator shall cause such legends to be placed on certificates
evidencing shares of Common Stock issued upon exercise of an option as, in the
opinion of the Company's counsel, may be required by federal and applicable
state securities laws.

         (b)  No shares of Common Stock shall be issued upon the exercise of
any option unless and until counsel for the Company determines that:  (i) the
Company and the optionee have satisfied all applicable requirements under the
Securities Act of 1933, as amended (the 'Securities Act') and the Exchange Act;
(ii) any applicable listing requirement of any stock exchange on which the
Company's Common Stock is listed has been satisfied; and (iii) all other
applicable provisions of state and federal law have been satisfied.

    11.  FINANCIAL ASSISTANCE.  The Company shall have the authority under this
Plan to assist any Outside Director to whom an option is granted hereunder in
the payment of the purchase price payable on exercise of that option, by lending
the amount of such purchase price to such Outside Director on such terms and at
such rates of interest and upon such security as shall have been authorized by
or under authority of the Company's Board of Directors.

    12.  AMENDMENT.  The Company's Board of Directors may terminate the Plan or
amend the Plan from time to time in such respects as the Board may deem
advisable.

    13.  TERMINATION.  The Plan shall terminate automatically on December 1,
2006, and may be terminated at any earlier date by the Company's Board of
Directors.  No option shall be granted hereunder after termination of the Plan,
but such termination shall not affect the validity of any option then
outstanding.

    14.  TIME OF GRANTING OPTIONS.  The date of grant of an option hereunder
shall, for all purposes, be the date on which the Administrator makes the
determination granting such option.



                                          6




    15.  RESERVATION OF SHARES.  The Company, during the term of this Plan,
will at all times reserve and keep available such number of shares of its Common
Stock as shall be sufficient to satisfy the requirements of the Plan.

    16.  EFFECTIVE DATE.  This Plan was adopted by the Company's Board of
Directors on December 3, 1996, and was approved by the stockholders of the
Company on February ___, 1997.  However, no options shall be granted under the
Plan prior to the IPO Date.








                                          7



                               MACROVISION CORPORATION
                           1996 DIRECTORS STOCK OPTION PLAN
                         NONSTATUTORY STOCK OPTION AGREEMENT

                             _____________________, 19__
                                   (Date of Grant)

    Macrovision Corporation, a Delaware corporation (the 'Company'), does
hereby grant to ____________________________ (the 'Optionee') an option to
purchase an aggregate of ________ (_____) shares of the Common Stock of the
Company (the 'Optioned Shares') at the price of _____________ Dollars ($_______)
per share (the 'Option Price') as a Nonstatutory Stock Option under the
Macrovision Corporation 1996 Directors Stock Option Plan (the 'Plan').  All
capitalized terms not defined herein shall have those meanings ascribed to them
in the Plan.

    This option cannot be exercised, unless the Optionee first signs this
Agreement in the place provided and returns it to the Administrator.  However,
the Optionee's signing and delivering this Agreement will not bind the Optionee
to purchase any of the Optioned Shares. The Optionee's obligation to purchase
such shares can arise only when the Optionee exercises this option in the manner
set forth in Section 4 below.

    THIS OPTION IS SUBJECT TO, AND MAY BE EXERCISED ONLY IN ACCORDANCE WITH,
THE TERMS AND CONDITIONS OF THE PLAN.  ONLY CERTAIN PROVISIONS OF THE PLAN ARE
INCLUDED IN THIS AGREEMENT.  A COPY OF THE PLAN IS ATTACHED TO THIS AGREEMENT
AND SHOULD BE READ CAREFULLY.

    1.   TERM OF OPTION AND EXERCISE OF OPTION.  Subject to the provisions of
the Plan and the terms and conditions of this Agreement, this option can be
exercised by the Optionee, but only as to vested Optioned Shares, at any time
prior to the expiration of ten (10) years from the date of grant.  One
forty-eighth (1/48) of the Optioned Shares shall vest on the last day of each
month following the date of grant beginning with the first full month following
the date of grant, provided that the Optionee continues to serve on the
Company's Board of Directors on such dates.

    2.   TERMINATION OF RELATIONSHIP.  If the Optionee's service as a member of
the Company's Board of Directors is terminated due to the Optionee's resignation
from the Company's Board of Directors or due to the Optionee's failure to stand
for reelection to the Board, this option may be exercised only within the period
ending three (3) months after the last day on which the Optionee serves as a
member of the Company's Board of Directors and only to the extent that it was
vested on the last day of such service, and will expire if not exercised during
such period.  If the Optionee is removed from the Company's Board of Directors
by action of the Company's stockholders or Board of Directors, this option may
be exercised only within the period ending one (1) week following such removal
and only to the extent that it was vested on the date of removal, and will
expire if not exercised during such period.  In no event, however, may this
option be exercised after ten (10) years from the date of grant.




    3.   DEATH OR DISABILITY.  In the event the Optionee's service as a member
of the Company's Board of Directors terminates due to the Optionee's death or
disability, all of the Optioned Shares shall become fully vested and immediately
exercisable, and this option may be exercised in whole or in part by the
Optionee or the Optionee's estate only within the period ending twelve (12)
months after the last day on which the Optionee serves as a member of the
Company's Board of Directors, and will expire if not exercised during such
period.  In no event, however, may such option be exercised after ten (10) years
from the date of grant.  The Optionee's estate shall mean the duly authorized
conservator or guardian of the estate of the Optionee or the executor of the
Optionee's last Will or the duly authorized administrator or special
administrator of the Optionee's probate estate or any other legal representative
of the Optionee's estate duly appointed as a result of the Optionee's death or
incapacity or any person who acquires the right to exercise this option by
reason of the Optionee's death under the Optionee's Will or the laws of
intestate succession.

    4.   METHOD OF EXERCISE.  This option may be exercised with respect to all
or any part of any vested Optioned Shares by delivering to the Company a Notice
of Exercise of Macrovision Corporation Nonstatutory Stock Option substantially
in the form attached hereto as EXHIBIT A, specifying the number of Optioned
Shares as to which this option is so exercised, and making full payment to the
Company in cash or by check of the Option Price for the Optioned Shares with
respect to which this option is exercised. 

         [If the Company's outstanding Common Stock is registered under Section
12(g) of the Securities Exchange Act of 1934, as amended (the '1934 Act'), at
the time this option is exercised, then the Option Price also may be paid as
follows:

              a.   in shares of the Company's Common Stock held by the Optionee
for the requisite period necessary to avoid a charge to the Company's earnings
for financial reporting purposes and valued at fair market value on the exercise
date;

              b.   through a special sale and remittance procedure pursuant to
which the Optionee (i) is to provide irrevocable written instructions to a
designated brokerage firm to effect the immediate sale of the purchased Optioned
Shares and remit to the Company, out of the sale proceeds available on the
settlement date, sufficient funds to cover the aggregate Option Price payable
for the purchased Optioned Shares plus all applicable federal and state income
and employment taxes required to be withheld by the Company by reason of such
purchase and (ii) concurrently is to provide written directives to the Company
to deliver certificates for the purchased shares directly to such brokerage firm
in order to effect the sale transaction;

              c.   through a special margin commitment procedure pursuant to
which the Optionee elects to exercise his or her vested Optioned Shares and then
pledge those Optioned Shares purchased into a margin account with a brokerage
firm as security for a loan from the brokerage firm in an amount equal to the
aggregate exercise price of the Optioned Shares.  The brokerage firm is then
irrevocably committed to forward sufficient funds to the


                                          2



Company to cover the aggregate exercise price payable for the purchased Optioned
Shares plus all applicable federal and state income and employment taxes
required to be withheld by the Company by reason of such purchase.  The Optionee
is required to provide written directives to the Company to deliver concurrently
certificates for the purchased shares directly to such brokerage firm; or

              d.   any combination of the foregoing.]

         As soon as practical after receipt of such notice, the Company shall,
without transfer or issue tax or other incidental expense to the Optionee or his
or her successor, transfer and deliver thereto at the office of the Company or
such other place as may be mutually agreeable a certificate or certificates for
such shares of its Common Stock; provided, however, that the time of such
delivery may be postponed by the Company for such period as may be required for
it with reasonable diligence to comply with applicable registration requirements
under the Securities Act of 1933, as amended, any applicable listing
requirements of any national securities exchange, and requirements under any
other laws or regulations applicable to the issuance or transfer of such shares.

    5.   WITHHOLDING AND EMPLOYMENT TAXES.  Upon exercise of any option granted
hereby, the Optionee shall remit to the Company in cash the amount of any and
all applicable federal and state withholding and employment taxes.

    6.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; ACCELERATED VESTING.  In
the event of any change in the outstanding Common Stock of the Company by reason
of stock dividends, recapitalization, mergers, consolidations, split-up,
combinations or exchanges of shares and the like, the aggregate number or class
of shares subject to this option immediately prior to such event shall be
appropriately adjusted by the Board of Directors in accordance with the terms of
the Plan.

         All of the Optioned Shares shall become fully vested not less than
fifteen (15) days prior to the effective date of any of the following:  (a) a
dissolution or liquidation of the Company; (b) a merger or consolidation in
which the Company is the not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the Company or their relative stock
holdings and the options granted under this Plan are assumed, converted or
replaced by the successor corporation); (c) a merger in which the Company is the
surviving corporation but after which the stockholders of the Company (other
than any stockholder which merges (or which owns or controls another corporation
which merges) with the Company in such merger) cease to own their shares or
other equity interests in the Company; (d) the sale of substantially all of the
assets of the Company; or (e) any other transaction which qualifies as a
'corporate transaction' under Section 424(a) of the Internal Revenue Code of
1986, as amended (the 'Code') wherein the stockholders of the Company give up
all of their equity interest in the Company (except for the acquisition, sale or
transfer of all or substantially all of the outstanding shares of the Company
from or by the stockholders of the Company).  This option shall be fully
exercisable during the period of not



                                          3



less than fifteen (15) prior to such event, without regard to the vesting
provisions set forth above; provided, however, that in no event may this option
be exercised after ten (10) years from the date of grant.

    7.   NON-TRANSFERABILITY OF OPTION.  This option shall not be transferable
except by Will or the laws of descent and distribution, and this option may be
exercised during the Optionee's lifetime only by the Optionee.  [Notwithstanding
the foregoing, [with the approval of the Administrator,] the Optionee may
transfer this option, without consideration for the transfer, to members of his
immediate family, to trusts for the benefit of such family members, to
partnerships in which such family members are the only partners, or to
charitable organizations, provided that the transferee agrees in writing with
the Company to be bound by all of the terms and conditions of the Plan and this
option agreement.]  Any purported transfer or assignment of this option not in
compliance with the foregoing shall be void and of no effect, and shall give the
Company the right to terminate this option as of the date of such purported
transfer or assignment.

    8.   TAX STATUS.  The Optionee's treatment of shares purchased pursuant to
the exercise of this nonstatutory stock option may have significant tax
consequences. The Optionee acknowledges that he or she has been encouraged to
obtain the advice of independent tax counsel regarding the federal and state
income tax consequences of the receipt and exercise of the option granted hereby
and of the disposition of Common Stock acquired upon exercise hereof.  The
Optionee acknowledges that he or she has not relied and will not rely upon any
advice or representations by the Company or by its employees or representatives
with respect to the tax treatment of options granted hereunder.

    9.   NOT INCENTIVE STOCK OPTION.  This option shall not be treated as an
'incentive stock option' as such term is defined in Section 422 of the Code.

    10.  COMPLIANCE WITH SECURITIES AND OTHER LAWS.  The Company shall not be
obligated to deliver any shares of its Common Stock hereunder for such period as
may reasonably be required for it to comply with any applicable requirements 
of: (i) the Securities Act of 1933; (ii) the Securities Exchange Act of 1934;
(iii) applicable state securities laws; (iv) any applicable listing requirement
of any stock exchange on which the Company's Common Stock is then listed; and
(v) any other law or regulation applicable to the issuance of such shares. 

    11.  NOTICES.  All notices and other communications of any kind which
either party to this Agreement may be required or may desire to serve on the
other party hereto in connection with this Agreement shall be in writing and may
be delivered by personal service or by registered or certified mail, return
receipt requested, deposited in the United States mail with the postage thereon
fully prepaid, addressed to the parties at the addresses indicated on the
signature page hereof.  Service of any such notice or other communication so
made by mail shall be deemed complete on the date of actual delivery as shown by
the addressee's registry or certification receipt or at the expiration of the
third (3rd) business day after the date of mailing, whichever is earlier in
time.  Either party may from time to time by notice in


                                          4



writing served upon the other as aforesaid, designate a different mailing
address or a different person to which such notices or other communications are
thereafter to be addressed or delivered. 


                                            MACROVISION CORPORATION
                                            1341 Orleans Drive 
                                            Sunnyvale, California  94089



                                            By:
                                                --------------------------------

                                            Title:
                                                   -----------------------------



                                            OPTIONEE:

                                            -----------------------------------
                                            (signature)

                                            Name:
                                                  ------------------------------
                                                 (print)

                                            Address:
                                                     ---------------------------

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

                                            -----------------------------------
                                            Social Security No.:
                                                                 ---------------


                                          5



                                      EXHIBIT A

                                                      FORM OF NOTICE OF EXERCISE
                                                      OF MACROVISION CORPORATION
                                                       NONSTATUTORY STOCK OPTION
                                                   UNDER MACROVISION CORPORATION
                                                1996 DIRECTORS STOCK OPTION PLAN


MACROVISION CORPORATION
1341 Orleans Drive
Sunnyvale, CA 04089


Gentlemen:

    I hereby exercise the right to purchase __________________ shares of Common
Stock of MACROVISION CORPORATION under the terms of the nonstatutory option
granted to me on ____________________________, 19___, pursuant to the
Nonstatutory Stock Option Agreement, dated as of said grant date.  This exercise
of said option and the purchase and delivery of said shares shall be subject to
all terms and conditions of such Nonstatutory Stock Option Agreement.

    I enclose my check for $____________ in full payment of the purchase price
of said shares ($__________) and applicable withholding and employment taxes
($____________).  Please register said shares in my name.

Dated:___________________________




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                                            (signature)


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                                                  (Print name and address)




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