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Employment Agreement - Macrovision Corp. and Ian Halifax


Via fax 415-831-8064
October 8, 1999

Mr. Ian Halifax
583 15th Avenue
San Francisco, CA  94118

Dear Ian:

We are pleased to present this offer for the position of CFO and Vice President
Administration/ Operations at Macrovision Corporation reporting directly to me.
In this capacity, you will be responsible for the overall management of the
Company's financial operations, controls, and reporting, as well as inside and
outside legal counsel, investor relations, human resources, information systems,
manufacturing operations, and facilities. You will also report on a dotted line
basis to John Ryan, Chairman/CEO, with regard to strategic opportunities and
Board level items.

Your compensation will be a $170,000 base annual salary along with a 50,000
share stock option grant. the stock option grant will be based upon the fair
market value of the Company's stock on the day of grant (which will be within a
week after your acceptance of this offer upon approval by the Board of
Directors) and will begin vesting according to our standard 3-year vesting
schedule from the date of grant.

You will also be eligible for two additional stock option grants:

      1)    A grant of 20,000 options immediately upon conclusion of a minimum
            $35 million follow-on offering, should the Company successfully
            complete such equity financing on or before September 30, 2000.

      2)    A grant of 20,000 options on or before June 1, 2000, provided that
            the Company receives shareholder approval to increase its employee
            option pool and contingent on your receiving a "satisfactory"
            performance appraisal rating on your 6-months' interim performance

Additionally, you will be eligible for participation in the 1999 Executive
Incentive Plan (EIP) which provides for a bonus payment of up to 30% of your
1999 earnings if Company financial targets are met, and if your individual and
department goals are achieved.

As an employee, you will also enjoy other benefits such as our employee stock
purchase plan, medical spending plan with a contribution to the plan by
Macrovision, as well medical and dental benefits, life, long-term and short-term
disability coverage, and 401(k) plan with a 20% Company match. Instead of the
Company's standard 2-week vacation package, you will be eligible to earn 3-weeks
in the first 12 months. A description of our benefits is attached. Additionally,
your salary, along with your performance, will be reviewed at both the 6 month
and 12 month anniversary dates and thereafter on a 12 month basis. If you have
questions on these and other matters, please let either myself or Kim Moore
know. Kim will be available after hours through the end of October.

In compliance with the Immigration Reform and Control Act of 1988, we are
responsible for verifying employment eligibility of all new employees. If you
choose to accept our offer, please bring with you to orientation documents that
show both proof of your identity and your eligibility to work (i.e.,
state-issued driver's license, valid Green Card, U.K. passport, social security
card, birth certificate, etc.). This offer of employment is contingent upon your
providing the appropriate identification.

As Macrovision's relationships with employees is at-will, you or Macrovision may
terminate the employment relationship at any time for any reason, with or
without notice. Also, any dispute arising out of or relating to your employment
with Macrovision, including, but not limited to, the manner in which that
employment is terminated, or any claims that Macrovision has violated any state
or federal civil rights laws, shall be submitted to binding arbitration under
the administration of the American Arbitration Association. For your
information, none of Macrovision's management team has any special contracts,
and all have the same "at-will" employment provisions.

It is understood that with respect to the at-will employment relationship and
the binding arbitration provision stated above, that this constitutes the full,
complete and final expression of the agreement with Macrovision Corporation, and
that it may not be modified, altered or amended, either expressly or impliedly,
unless in writing signed by me.

It is the Company's goal to provide a reasonable cushion in financial resources
and time for terminated employees in which to find new employment. The Company's
standard policy is that severance pay is not an entitlement and may not be paid
in all instances. When paid, the severance payment benefits will be determined
as follows and will be paid only upon acceptance of a signed Release from the
employee. The standard Company policy is listed on the next page.

        Length of Service                 Severance Payment
        -----------------                 -----------------

        Less than 6 months                         -0-

        6 months - 3 years                Two (2) weeks salary plus 1 week for
                                                every $10K of base salary
                                                (salary rounded to nearest $10K

        Over 3 years                      Four  (4) weeks salary plus 1 week for
                                                every $10K of base salary, to a
                                                maximum of six months salary
                                                (salary rounded to nearest $10K

We are willing to offer you a special exemption to the above policy, and provide
you with a guaranteed minimum six months' severance pay package (calculated on
base salary) if the Company elects to terminate your employment for any reason
other than for cause, regardless of when your termination occurs. In addition,
if you are terminated for any reason other than for cause, we will allow you to
accelerate your stock option vesting schedule by up to 12 months. As an example,
if you were terminated after 15 months, your second year tranche of options
would be accelerated by 9 months and would immediately vest.

"For cause" shall mean:

      1)    willful and repeated failure to comply with the lawful written
            direction of the Company's Board of Directors

      2)    gross negligence or willful misconduct in the performance of duties
            to the Company and/or its subsidiaries

      3)    commission of any act of fraud with respect to the Company and/or
            its subsidiaries

      4)    conviction of a felony or a crime involving moral turpitude causing
            material harm to the standing and reputation of the Company and/or
            its subsidiaries in each case as determined in good faith by the
            Company's Board of Directors.

We agree that the CFO position is especially vulnerable in a "change of control"
situation, defined as "any merger, corporate acquisition, or other similar
transaction in which the persons who are shareholders of Macrovision immediately
prior to the transaction own less than 50% of the equity interests in the
resulting entity immediately after the transaction." Because of this, we are
willing to extend you another special severance provision and immediately vest
all your unvested options should you be terminated or should there be a
"constructive termination" due to a change of control - within 6 months of the
change in control event. "Constructive termination" shall mean:

      5)    there is a material adverse change in executive's position causing
            it to be of less stature or less responsibility

      6)    a reduction of more than 20% of executive's base compensation, and

      7)    within 30 days immediately following such material adverse change or
            reduction, executive elects to terminate his/her employment

As a matter of policy, we like to make it clear that if a prospective employee
accepts our offer, he/she should not bring to Macrovision from his or her
previous employers any drawings, documents, customer lists, or similar material.
Although this caution is in most cases unnecessary, we feel that it is important
to emphasize that Macrovision policy prohibits the transfer or use of such
material from other employers. Additionally, as a condition of employment, all
employees must sign a Proprietary Information, Inventions and Ethics Agreement
(a copy of which is attached), as well as our Securities Trading Policy.

If the foregoing meets with your approval, please indicate by signing below and
returning a copy of this letter to me by Monday October 10th. Since you will be
working two or three days per week throughout the month of October to complete
your current KPMG assignments, we would be willing to place you on the payroll,
effective 10/11/99, and pay you a prorated salary for the number of days that
you actually work for Macrovision during the three week period 10/11/99 through
10/29/99. For your holiday week of November 1st, you could "borrow" against your
3 week vacation allowance, or take the week without pay - your choice.

Ian, we believe you'll be a strong addition to the management team in helping to
grow the Company's business in new markets and technologies and in continuing to
build upon our track record of success with the Wall Street analysts and
institutional investors. I look forward to working with you to capitalize on the
exciting personal and professional growth opportunities in front of us.


/s/ William A. Krepick
William A. Kropick
President and COO

   1)  Form of stock option agreement
   2)  Benefits package

Agreed & Accepted:            /s/ Ian Halifax               Date:  11 Oct. 1999
                              ------------------------             ------------
                               (Ian Halifax)
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