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Agreement - Macrovision Corp. and Victor Co. of Japan Ltd.


    This Agreement made and entered into as of 15th day of July, 1994, by and
between MACROVISION CORPORATION, (hereinafter referred to as 'MACROVISION'), a
corporation organized under the laws of the State of California and having its
principal place of business at 700 El Camino Real East, Mountain View,
California 94040, U.S.A., and VICTOR COMPANY OF JAPAN, LIMITED, (hereinafter
referred to as 'JVC'), a corporation organized under the laws of Japan and
having its principal place of business at 12, 3-Chome, Moriya-Cho, Kanagawa-Ku,
Yokohama 221, Japan.



For purposes of this Agreement, the following words and phrases shall have the
following meanings:

(1) 'W-VHS Anticopy Process' shall mean certain encoding process developed by
JVC for the avoidance of duplicating any program contained in a Cassette onto
any other recordable medium without using certain decoding equipment.

(2) 'Processor' shall mean the equipment including and containing the
electrical circuitry required to apply the W-VHS Anticopy Process to the

(3) 'Cassettes' shall mean prerecorded video cassettes which are in conformity
with W-VHS Standard.

(4) 'W-VHS Standard' shall mean JVC's proprietary technical information named
'W-VHS video cassette system standard' determined and defined by JVC as of
September, 1993.

(5) 'Development Program' shall mean the development work to be performed
according to this Agreement in developing, designing, manufacturing, testing or
evaluating the sample of Processor during the period up to the time
prototype-sample for mass production products of Processor has been finally
approved by both parties hereto.


2.1 Subject to the provisions hereof, during the term of this Agreement, JVC
shall carry out the Development Program for developing, designing, producing and
testing prototypes of mass-production products of Processor which will be
commercially acceptable.

2.2 JVC shall use its all reasonable efforts to develop and finalize the
prototype model of each item of the Processor within the targeted schedule as
separately confirmed by both parties hereto.

2.3 In order that and to the extent that JVC will be able to perform the
contemplated Development Program, JVC shall determine the basic specifications
of the Processor and modify or update them in conjunction with MACROVISION.

3.1  MACROVISION shall pay JVC an amount of One Million Japanese Yen 
(1,000,000 Yen) within thirty (30) days after the effective date of this 
Agreement in consideration of the cost and expense arising from JVC's 
activities hereunder with respect to the contemplated Development Program.

4.1 Except as specifically provided in this Agreement, any and all information
furnished pursuant to this Agreement shall be used by the receiving party only
in connection with the Development Program and shall be disclosure is necessary
to achieve the objectives of this Agreement and shall not be disclosed to any
third party except MACROVISION's auditors and legal counsel without the prior
written consent of the disclosing party.  The parties agree to exercise the same
degree of care and safeguards with respect to such information as used to
maintain the confidentiality of their own information of like character, but in
any event no less than a reasonable degree of care.

4.2 Any and all information shall be deemed confidential information and the
parties shall have obligation of confidentiality described herein except to the
extent such information is:

    (a)  developed by the receiving party independent of the disclosing party,
         as evidenced by reasonable proof, or

    (b)  lawfully obtained without restriction by the receiving party from a
         third party, or

    (c)  publicly available other than through the fault or negligence of the
         receiving party prior to the time of

    (d)  is known to the receiving party prior to the time of disclosure, as
         evidenced by reasonable proof.

4.3 The obligations of nondisclosure and non-use of the confidential
information of this Article shall remain in force and effect notwithstanding the
expiration or termination of this Agreement.

4.4 The parties hereto agree, pursuant to and in conformance with the
requirements of the Export Administration Act, any Foreign Exchange Control
Regulations or the like, that neither technical data nor any direct product
produced by the use thereof, is either intended to be or will actually be
shipped, exported or reexported directly or indirectly to any person,
organization or


entity in a Country to which such disclosure, shipment, exportation or
re-exportation is prohibited by Act or such Regulations unless prior
authorization is obtained from the competent authorities; the Parties further
agree to keep themselves fully informed of the current basis of all the
provisions of said Regulations including any amendments and changes thereto
which are relevant to the foregoing undertaking.


5.1 Subject to the contemplated Development Program, all inventions, ideas,
intellectual property, know-how, developments, designs, concepts, discoveries,
improvements or innovations ('Inventions') pursuant to Processors shall become
the sole property of JVC.

5.2 Notwithstanding the provision of the preceding paragraph, improvements made
by MACROVISION to the copy protection process in the course of its evaluation
shall be the property of MACROVISION.


6.1 Promptly after mass-production-samples of Processors have been approved by
both parties hereto, MACROVISION and JVC shall discuss and determine the terms
and conditions of 'Production and Purchase Agreement of Processors', and shall
enter into the Agreement, under which JVC agrees to manufacture and supply
Processors exclusively to MACROVISION and MACROVISION agrees to purchase such
Processors exclusively from JVC.  MACROVISION shall be the exclusive distributor
of the Processors in Japan.

6.2 Should any technical trouble or inconvenience in connection with
Development Program be found by MACROVISION within sixty (60) days after first
delivery of Processors for sale by JVC to MACROVISION and be informed JVC
thereof by MACROVISION, JVC shall make it's best effort to resolve such trouble
or inconvenience on it's own responsibility without any additional charge to

6.3 JVC agrees that JVC shall not assert against MACROVISION any patent and
utility model right relating to Processors which are owned or will be acquired
by JVC so long as MACROVISION agrees not to use Processors for any purpose other
than the sale or license of Processors to ultimate users of the Processors such
as duplicators.

6.4 MACROVISION agrees that MACROVISION shall not assert against JVC any patent
and utility model right relating to Processors which are owned or will be
acquired by MACROVISION.


    Neither party hereto may open any information relating to the contemplated
Development Program hereunder to any third party during the term of this
Agreement without the prior written


consent of other party.  In the event that public announcement to stockholders
or others relating to this Agreement or the contemplated Development Program
hereunder is required by any law or regulation, the party making any such
announcement shall give the other party an opportunity to review in advance the
manner or form of the announcement.


    Neither party hereto may cooperate with any third party during the term of
this Agreement, in any field concerning the contemplated Development Program
under this Agreement without the prior written consent of the other party,
except any development already being cooperated in with any third party prior to
the effective date of this Agreement.


9.1 Except as specifically provided in this Agreement, nothing contained in
this Agreement shall be construed as:

    (a)  granting or conferring any rights, by license or otherwise either
         expressly or by implication, estoppel or any other manner, under
         patent rights other than those granted hereunder; or

    (b)  granting or conferring any license or right with respect to any
         trademark, trade or brand name, the corporate name of either Party, or
         the corporate name of a subsidiary of either Party, or any other name
         or mark or any contraction, abbreviation or simulation thereof; or

    (c)  an agreement or warranty, either expressed, implied or statutory, to
         defend or indemnify the other party hereto for infringement of any
         patent right, trademark or copyright of a third party arising out of
         any work carried out pursuant to this Agreement, or arising out of the
         manufacture, use, lease or sale of any Processor; or

    (d)  a warranty or representation that the use of any furnished information
         will be free from patent infringement or any other claim of a third
         party; or

    (e)  a warranty, either expressed, implied or statutory (including any
         implied warranty of merchantability or fitness for a particular
         purpose) as to prototypes and any commercial Development Program or
         any other device or article developed pursuant to this Agreement; or

    (f)  an agreement by one party hereto to protect, indemnify or hold
         harmless the other party hereto from any liability resulting from such
         other party's use of any information of such one party; or



    (g)  an obligation to file any patent application, or to prosecute any
         opposition, interference, conflict proceeding, or other contest of
         priority, or to secure any patent or patent rights, or to maintain any
         patent in force, or to provide copies of patent applications to the
         other party, or to disclose any inventions described or claimed in
         such patent applications.


10.1 This Agreement shall commence on the date when both parties signed on this
Agreement and continue in effect until effective date of 'Production and
Purchase Agreement of Development Products' set forth in Article 6.1 hereof,
unless sooner terminated as permitted herein.  The Agreement may be extended by
mutual agreement of the Parties.

10.2 In the event that either party shall default in any of its obligations
hereunder, and should such default continue for thirty (30) days after the same
shall have been called to the attention of such party in writing by the other
party, or should file a petition in bankruptcy or make a general assignment for
the benefit of creditors or otherwise acknowledge insolvency, or be adjudged
bankrupt, or should go or be placed into a process or complete liquidation other
than for an amalgamation or reconstruction, or if a receiver be appointed for
its business and such receiver is not discharged within sixty (60) days after
appointment, then the other party, at its option, may terminate such party's
rights under this Agreement by giving ten (10) days notice in writing.

10.3 Subject to the provisions of Paragraphs 10.1, 10.2 and 10.4, any
obligations which accrue prior to termination or expiration, including the
obligations of confidentiality and the prohibition on reexport in Article 4
shall survive such termination or expiration for their full term.

10.4 No failure or delay on the part of a Party to exercise any of its rights
under this Article for one or more defaults shall be construed to prejudice its
rights in connection with such or any subsequent default.


    Any and all communications or notices required or permitted under this
Agreement shall be in writing, shall identify this Agreement, and shall be hand
delivered or sent by air mail, postage prepaid and addressed to the last known
address of the party for which the communication is intended.  As of the
effective date, any communications or notices to be given to MACROVISION shall
be addressed to:

                   700 El Camino Real East, Suite 200
                   Mountain View, California 94040
                   Attention:     Chief Financial Officer



    As of the effective date, any communications or notices to be given to JVC
shall be addressed to:

                   12, 3-Chome, Moriya-Cho
                   Kanagawa-Ku, Yokohama 221, Japan
                   Attention:     General Manager
                             W-VHS System Promotion Department
                             Video Sector


    This Agreement shall not be assigned or transferred by either party without
the written consent of the other, except as to a successor in ownership of all
or substantially all the assets of the assigning or transferring party, and
which successor shall expressly assume in writing the performance of all the
terms and conditions of this Agreement to be performed by the assigning or
transferring Party as if it were named herein in the place of the assigning


    This Agreement shall be governed and interpreted in accordance with the
laws of Japan.


14.1 Expiration or termination of this Agreement shall not release either party
hereto from any liability or obligation which as of the date of expiration or
termination has already accused to a party hereto, or affect in any way the
survival of any right, duty or obligation of either Party hereto which is
expressly stated elsewhere in this Agreement to survive expiration or
termination hereto.

14.2 Neither party hereto shall be liable for delay in performance or failure to
perform in whole or in part, the terms of this Agreement due to labor dispute,
strike, labor shortage, war or act of war (whether an actual declaration is made
or not), insurrection, riot or civil commotion, act of public enemy, accident,
fire, flood or other act of God, act of any governmental authority, judicial
action, short or reduced supply of fuel or raw material, technical failure where
such party has exercised ordinary care in the prevention thereof, or other
causes beyond the control of such Party, whether or not similar to the matters
herein enumerated; provided however, that if such delay continues for a period
of six (6) months, then the non-delaying party shall have the right to terminate
this Agreement, and such termination shall be treated as a termination due to
default in accordance with the Article 10.



14.3 The provisions of this Agreement supersede all previous communications,
negotiations, representations or agreements, either oral or written, with
respect to and to the extent of the Development Program of Development Product,
and no modification of, or addition to, the terms hereof shall be binding on
either party hereto unless reduced to writing and duly executed by the Parties

14.4 This Agreement is intended to be valid and effective throughout the world
and, to the extent permissible under applicable law, shall be construed in a
manner to avoid violation of or invalidity under any applicable law.  Should any
provision hereof nevertheless be or become invalid, illegal or unenforceable
under any applicable law, the other provisions hereof shall not be affected, and
to the extent permissible under applicable law, any such invalid, illegal or
unenforceable provision shall be deemed amended lawfully to conform to the
intent of the Parties.

14.5 In the event of any dispute or difference which may arise between the
parties, in connection with this Agreement, the parties shall promptly attempt
to resolve such dispute or difference by mutual discussion.

    IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representative as of the date shown below.


By: /s/ Joseph F. Swyt                 By:  /s/ Hiroki Shimizu
    ------------------------------          -----------------------------------

Title:   President                     Title:    Director, General Manager of
      ----------------------------            ---------------------------------
                                                 Video Sector

Date:    July 15, 1994                 Date:
     -----------------------------           ----------------------------------


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