BY ELECTRONIC MAIL
February 10th, 1997
COMMAND AUDIO CORPORATION
805 Veterans's Boulevard
Redwood City, CA 94063
ATTENTION: MR. MANNY KRAKARIS, CHIEF FINANCIAL OFFICER
Gentlemen:
RE: OFFER TO REPURCHASE 100,000 SHARES OF MACROVISION COMMON STOCK --
RESCINDED
By letter of December 6th, 1996 (the 'Offer'), Macrovision offered to
repurchase from Command Audio Corporation ('Command Audio') 100,000 shares of
the common stock of Macrovision held by Command Audio (the 'Shares') on terms
set out in the Offer.
The parties have now concluded that they no longer wish to enter into such
arrangement for the sale and repurchase of the Shares, and now mutually wish
to have Macrovision rescind the terms of the Offer. By printing, signing and
returning a copy of this letter to the undersigned, Command Audio hereby
acknowledges and agrees with the rescission of the Offer by Macrovision and
the Offer is hereby considered null and void.
Yours sincerely,
MACROVISION CORPORATION
/s/ Chris Wilcox
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for Victor Viegas,
Vice President, Finance and CFO
AGREED this 10th day of February, 1997.
COMMAND AUDIO CORPORATION
/s/ Manny Krakaris
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per: Manny Krakaris, CFO