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 Restated for Merger
                           effective February 14, 1997
          Restated for Reverse Stock Split effective February 26, 1997
                  Restated for Amendment Adopted April 23, 1999

     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,  a Delaware
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.



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     3. Eligibility; Number.

     (a) 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  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').  The number of shares of the Company's
Common Stock subject to options granted to each such Outside  Director on his or
her  Initial  Grant Date shall be five  thousand  (5,000)  shares if the Initial
Grant Date is on or before  April 22, 1999,  and shall be ten thousand  (10,000)
shares if the Initial Grant Date is on or after April 23, 1999 (each such number
of shares is after  taking into  account the reverse  split of the Common  Stock
effected February 26, 1997).

     (b) Each Outside Director who first becomes a member of the Company's Board
of Directors after the IPO Date shall be granted options to purchase  additional
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  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
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  shares of the Company's  Common Stock under  Subsection 3(a)
above.  The number of shares of the  Company's  Common Stock  subject to options
granted to each Outside  Director  annually under this  Subsection 3(b) shall be
three thousand  (3,000) shares for options  granted on or before April 22, 1999,
and shall be seven thousand five hundred  (7,500) shares for options  granted on
or after April 23, 1999 (each such number of shares is after taking into account
the reverse split of the Common Stock effected February 26, 1997).

     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 sixty thousand  (60,000)  shares of Common Stock (which number is
after  taking  into  account  the  reverse  split of the Common  Stock  effected
February 26, 1997), subject to adjustment as provided in Section 9 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  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:


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     (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.  Options  granted under this Plan on or before April 22, 1999,
shall  become  first  exercisable  ratably over a four (4) year period such that
each option shall become first exercisable as to one forty-eighth  (1/48) of the
option shares 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.  Options granted under this Plan
on or after April 23, 1999, shall become first exercisable  ratably over a three
(3) year period such that each option shall become first  exercisable  as to one
thirty-sixth  (1/36)  of the  option  shares  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 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.



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     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 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  9(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 9 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 9, 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,  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.



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     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.

     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 25, 1997.  However,  no options  shall be granted  under the
Plan prior to the IPO Date.




















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