EXHIBIT 10.26
          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission.  ASterisks deonte ommissions.

                    DIGITAL SOFTWARE INTEGRATION CENTER
                          SOURCING AGREEMENTAGREEMENT


        This Digital  Software  Integration  Center  Sourcing  Agreement
   ("Agreement") shall be effective as of  the 1st day of November  1998
   (the "Effective Date") by and between General Instrument Corporation,
   a Delaware corporation having its principal place of business at  101
   Tournament Drive,  Horsham, PA  19044 ("GI")  and Spyglass,  Inc.,  a
   Delaware corporation having its principal  place of business at  1240
   East Diehl Road,  Naperville, Illinois  60563 ("Spyglass").   GI  and
   Spyglass are hereafter sometimes  referred to herein collectively  as
   "Parties" and individually as a "Party."


                                 RECITALS

        WHEREAS, GI has designed and developed cable television  set-top
   terminals and GI offers developers  of applications for such  set-top
   terminals  assistance  in   connection  with   the  development   and
   integration of such applications; and

        WHEREAS, GI desires to take advantage of Spyglass' expertise  in
   Internet and  real  time operating  systems  technologies  (including
   Personal Java and Windows CE) and GI desires Spyglass to assist GI in
   connection  with  the  providing  of  such  integration  services  to
   entities desiring  to create  applications for  General  Instrument's
   set-top terminals; and

        WHEREAS, in  order  to assist  GI  in providing  such  services,
   Spyglass shall  create and  operate  a Digital  Software  Integration
   Center ("DSIC") to provide development and integration assistance  to
   third party developers; and

        WHEREAS, Spyglass  has  organized  Spyglass  DSIC,  Inc.,  as  a
   subsidiary (the  "Subsidiary")  for  the  purpose  of  operating  and
   managing the DSIC in accordance with the terms of this Agreement; and

        WHEREAS, contemporaneously with the execution of this Agreement,
   Spyglass, the  Subsidiary  and  GI are  entering  into  an  Operating
   Agreement  for  the  purpose  of  establishing  certain  rights   and
   obligations with respect to the Subsidiary.

        NOW, THEREFORE, in  consideration of the  mutual provisions  set
   forth  in   this  Agreement   and  for   other  good   and   valuable
   consideration,  the  receipt  and  sufficiency  of  which  is  hereby
   acknowledged, the Parties intending to be legally bound, hereby agree
   as follows:
<PAGE>          
          Confidential Materials omitted and filed separately with the
     Securities and Exchange Commission.  Asterisks denote omissions.

   1.   DEFINITIONS.

        1.1  "Affiliate"  shall  mean  any  entity  that  controls,   is
   controlled by or is under common  control with a Party, with  control
   being defined as at least fifty percent (50%) equity ownership or the
   ability, contractual or otherwise,  to dictate or  manage the day  to
   day affairs of the controlled party.

        1.2  "Confidential   Information"    shall   mean    proprietary
   marketing, technical,  or  business information,  including,  without
   limitation, component and product specifications, algorithms, quality
   assurance plans, testing and  analysis output and results,  marketing
   strategies, business plans and strategies, inventions (whether or not
   patented or  patentable),  cost  and profit  data,  distribution  and
   marketing  plans,  business   and  financial  information,   designs,
   diagrams, blueprints, charts, products and software.

        1.3  "Force Majeure" shall mean, without limitation, (a) any act
   of  God,  war,  riot,   fire,  rupture,  explosion,  flood,   strike,
   injunction, governmental action,  inaction, or order,  unavailability
   of materials, supplies or energy, or unscheduled outage or shut-down,
   (b) any lockout or other labor  disturbance, even if such lockout  or
   disturbance is within  the power  of a party  to settle,  or (c)  any
   other cause, whether similar or dissimilar to the foregoing, which is
   beyond the reasonable control  of a Party (or  any Affiliate of  such
   Party) claiming Force  Majeure interference with  the performance  of
   such Party under this Agreement.

        1.4  "Management Committee"  shall  be a  committee  established
   pursuant to  Section  4.1  of the  Agreement  consisting  of  ***  of
   Spyglass and GI employees.

        1.5  "Materials" shall mean  software, technical  documentation,
   and other copyrightable materials generated by Spyglass in the course
   of its performance under this Agreement.

        1.6  "Person"  shall  mean  a  corporation,  an  association,  a
   partnership,  an  organization,  a  business,  a  limited   liability
   company, an  individual,  a  government or  a  political  subdivision
   thereof or a governmental agency.

        1.7  "Set-Top Terminal" shall  mean a  cable television  Set-Top
   Terminal developed by GI and  distributed under the designation  ***,
   or any other similar digital product developed by GI.

        1.8  "Work" shall mean the performance by Spyglass of the  tasks
   connected with or arising out of the operation of the DSIC, including
   the services specified in Article 2.

<PAGE>
          Confidential Materials omitted and filed separately with the
     Securities and Exchange Commission.  Asterisks denote omissions.

  2.   SPYGLASS' OBLIGATIONS.
        2.1  Creation and Staffing of DSIC.  Spyglass shall establish  a
   DSIC which will provide the following services to GI:

             a.   Assist GI  and  third party  developers  in  resolving
                  design and  analysis  issues  concerning  the  Set-Top
                  Terminal architecture.

             b.   Provide technical  support to  application  developers
                  and GI customers  (but not  end-users) purchasing  the
                  Set-Top Terminals.

             c.   Test applications  designed  to  run  on  the  Set-Top
                  Terminals and to  assist third  party developers  with
                  the integration of  such applications  into a  Set-Top
                  Terminal.

             d.   Test and  certify that  applications developed  for  a
                  Set-Top Terminal operate on a designated platform.

             e.   Any  other   tasks  that   the  Management   Committee
                  determines in accordance  with Section  4.1 should  be
                  performed by the DSIC.

        The particular tasks to  be performed by the  DSIC shall be  set
   forth in a Statement of Work and the parties shall diligently work to
   complete such Statement of  Work within six  (6) weeks following  the
   Effective Date.

        2.2  Facilities.   The DSIC  shall initially  be set  up in  the
   greater Boston, MA area. Spyglass shall make temporary office and lab
   space available  at ***  to  employees of  GI  that visit  the  DSIC.
   Spyglass shall  provide access  to general  office services  such  as
   telephone, photocopiers, fax, etc.  for such GI employees,  customers
   and independent  software  vendors  ("ISVs").   Spyglass  shall  make
   available, at  GI's  expense  and upon  its  request  and  direction,
   dedicated office and lab space for GI employees, customers and  ISVs.
    In the event that the Parties mutually agree that it is  appropriate
   for Spyglass to establish a second  DSIC or to relocate a portion  of
   an existing DSIC to another location, the Parties shall negotiate  in
   good faith to reach  an agreement on the  timing, location, and  cost
   sharing arrangements for the operation of such additional DSIC. 

        2.3  Capital Equipment.    Spyglass  shall  be  responsible  for
   providing each employee assigned to the DSIC with the same  amenities
   and  equipment  that  are   supplied  to  other  Spyglass   employees
   performing similar tasks on behalf of  Spyglass apart from the  DSIC.
   At a  minimum, each  employee  shall be  provided  with access  to  a
   personal  computer,  telephone,  e-mail  capabilities,  and   copying
   machines. 
<PAGE>
          Confidential Materials omitted and filed separately with the
     Securities and Exchange Commission.  Asterisks denote omissions.

        2.4  Business Entities.   Pursuant to  the Operating  Agreement,
   which is being  executed contemporaneously  herewith, Spyglass  shall
   establish the Subsidiary, ninety percent (90%) of the stock of  which
   shall be owned by Spyglass, with  the remaining ten percent (10%)  to
   be owned by GI.  The  sole responsibility of the Subsidiary shall  be
   to operate and manage the DSIC.  The employees described in Article 4
   that are assigned  to work  in the DSIC  shall be  employees of  such
   subsidiary.  The terms of the option to purchase the Subsidiary shall
   be set forth in the Operating Agreement

        2.5  Delivery of  Technology  and  Equipment.    Spyglass  shall
   purchase and  deliver to  the  DSIC the  first  *** of  hardware  and
   equipment necessary for the implementation of a cable system  network
   (including head end, Set-Top Terminals, cabling, etc.), other capital
   equipment, software and other technology of GI which is necessary  or
   useful to enable the personnel assigned to the DSIC to operate, test,
   prototype and understand  the operation of  the Set-Top Terminals  in
   order to perform the Work and all computers, software, equipment  and
   office supplies for the GI employees, contractors and ISVs working in
   the DSIC.  GI  shall make its equipment  and technology available  to
   Spyglass ***.  To  the extent the aggregate  cost of said  technology
   and equipment exceeds ***, GI shall purchase and deliver same to  the
   DSIC.

   3.   GI's OBLIGATIONS.

        3.1  GI  Personnel.    GI   shall  make  appropriate   personnel
   available to  assist  Spyglass in  gaining  an understanding  of  the
   design and operation of the Set-Top Terminals.  Such personnel  shall
   be available Monday through Friday between the hours of 9:00 a.m. and
   5:00 p.m. Eastern Standard Time.

   4.   PROJECT MANAGEMENT.

        4.1  Project Manager.   GI  and Spyglass  shall each  appoint  a
   dedicated, full-time Project Manager and an alternate Project Manager
   who has the authority to assume the duties of the Project Manager  in
   the event the Project  Manager is not  available.  Spyglass'  Project
   Manager shall be responsible for overseeing the day-to-day  operation
   of the DSIC.  All communications between  the Parties concerning  the
   day-to-day operation of  DSIC shall  be made  through the  respective
   Project Managers.   Each  Party  shall have  a  right to  change  its
   Project Manager upon  a minimum of  thirty (30)  days' prior  written
   notice to the other Party and subject to the other Party's  approval,
   which approval shall not be unreasonably withheld.

        4.2  Management Committee.  GI and Spyglass shall establish a
             DSIC Management Committee each consisting of a mutually
             agreed upon *** of
<PAGE>
       Confidential Materials omitted and filed separately with the
     Securities and Exchange Commission.  Asterisks denote omissions.

   employees of Spyglass and GI.  Such committee shall be responsible
   for the oversight of the DSIC.  The committee shall be comprised of
   at least *** from each Party (which in the case of Spyglass at least
   *** of which shall be a Subsidiary employee) and at least *** from
   each Party.  During the first year of this Agreement, the Management
   Committee shall meet on a quarterly basis at the facilities of the
   DSIC or as otherwise agreed.  The Management Committee shall be
   responsible for establishing goals and objectives of the DSIC, but
   shall not be responsible for the day to day operation of the DSIC
   which will be operated by Spyglass.  Each Party shall have the right
   to change its representatives on the Management Committee upon notice
   to the other Party.  A majority vote of the members of the Management
   Committee is required in order to take any action.

        4.3  Personnel.    Spyglass  shall  staff  the  DSIC  with   the
   personnel  listed  in  Exhibit  C.    Exhibit  B  lists  the  minimum
   qualifications  of  each   Position.    Spyglass   shall  be   solely
   responsible for the hiring and training of all such personnel and for
   the payment of all  wages and benefits for  all the employees  listed
   above.  With  the exception of  any Specialists listed  in Exhibit  B
   that will provide assistance  on limited and/or intermittent  aspects
   of the  Work, each  of the  personnel identified  above shall  devote
   their full time and effort and shall be dedicated to the operation of
   the DSIC.

        4.4  Reassignment of Personnel.  Spyglass shall have the  right,
   with the consent of GI which  shall not be unreasonably withheld,  to
   reassign personnel of  the Subsidiary working  in the  DSIC to  other
   jobs at Spyglass; provided, however, that Spyglass shall not have the
   right to  reassign  the  employees listed  in  Exhibit  D  (the  "Key
   Employees") without the prior written consent of GI.  Any  reassigned
   personnel shall be promptly replaced with another employee having the
   necessary skills and training to perform  tasks to which such  person
   is assigned.   In the event  that GI requires  any confirmation  with
   respect to the qualifications of such replacement personnel, Spyglass
   agrees to make resumes and other appropriate information available to
   GI upon its request.  Notwithstanding anything to the contrary above,
   Spyglass shall have the right to temporarily (i.e., for up to  thirty
   (30) business days) reassign an employee of the Subsidiary to work on
   non-DSIC matters for Spyglass  and to assign  a skilled, trained  and
   qualified replacement during such temporary period. In the event that
   any employee  (including  employees listed  in  Exhibit D  (the  "Key
   Employees")) of the Subsidiary terminates his/her employment with the
   Subsidiary  or  the  Subsidiary   terminates  such  employment,   the
   Subsidiary shall have the right to hire a qualified person to replace
   such departing employee.

          4.5  Replacement of Spyglass Personnel.  If GI determines in
   good faith that the continued assignment of any Spyglass employee or
   subcontractor performing or providing Work is not in accordance with
    the requirements and standards set forth in
<PAGE>
    Confidential Materials omitted and filed separately with the
    Securities and Exchange Commission.  Asterisks denote omissions.

   this Agreement,  GI shall  deliver a  notice to  Spyglass  requesting
   replacement of such  employee.  Promptly  after its  receipt of  such
   request by GI,  Spyglass will investigate  the matter  stated in  the
   request and  discuss its  findings with  GI.   If GI  still, in  good
   faith, requests replacement of  such employee, Spyglass will  replace
   that  employee  with  one  of  suitable  ability  and  qualifications
   reasonably acceptable  to GI.   Nothing  in this  Agreement shall  be
   deemed to give  GI the  right to  require Spyglass  to terminate  any
   Spyglass employee's employment; but is intended  only to give GI  the
   right to request that Spyglass discontinue using a specific  employee
   in the performance of the Work.

        4.6  Use  of  Subcontractors.    The  Parties  acknowledge  that
   Spyglass shall have the right to engage subcontractors to satisfy the
   minimum staffing requirement set forth in  this Article 4.   Spyglass
   shall remain  responsible  for  the performance  of  all  obligations
   performed directly by such  subcontractors to the  same extent as  if
   such obligations  were performed  by  Spyglass employees.    Spyglass
   shall not  disclose  any  Confidential  Information  of  GI  to  said
   subcontractors unless  and until  such  subcontractor has  agreed  in
   writing  to  protect   the  confidentiality   of  such   Confidential
   Information by executing GI's form of Non-Disclosure Agreement, which
   is  attached  hereto  as  Exhibit  F.    Any  modifications  to  said
   Non-Disclosure Agreement shall require the express written  agreement
   of GI prior to the subcontractor  performing any Work.  ***  relating
   to such  subcontractors will  be charged  to GI  except as  otherwise
   specifically agreed to herein.

        4.7  Spyglass' Employees.    As mutually  agreed,  Spyglass  may
   augment the  personnel  assigned  to the  DSIC  with  other  Spyglass
   employees on an as-needed basis.   GI shall be charged the rates  set
   forth in Exhibit B for all Work performed by such additional Spyglass
   employees.   GI  shall  have  the  right  to  request  that  Spyglass
   discontinue the use of such  additional employees and Spyglass  shall
   comply with such request.

        4.8  No joint  employment.    It is  understood  that  personnel
   assigned to perform the Work shall be employed solely and exclusively
   by the Subsidiary or Spyglass and all GI employees used in performing
   GI's obligations  of  this Agreement  shall  be employed  solely  and
   exclusively by GI.  Thus, GI  and Spyglass shall not be considered  a
   joint employer of any employee.

   5.   PAYMENT TERMS.

   5.1  Payment for  DSIC  Personnel.   On  a  ***basis,  Spyglass  will
   prepare and provide  to GI an  invoice for  the applicable  personnel
   that performed services on behalf of  the Subsidiary in the ***.   In
   consideration of the performance of the obligations set forth in this
   Agreement, including, but not  limited to, Spyglass' compliance  with
   the staffing  requirements described  in Section  4.3, GI  shall  pay
   Spyglass for the Work performed
<PAGE>
       Confidential Materials omitted and filed separately with the
     Securities and Exchange Commission.  Asterisks denote omissions.

   during the *** in accordance with the charges set forth in  Spyglass'
   invoice, based upon a daily rate  equal to the amounts listed in  the
   Payment Schedule  set  forth  in  Exhibit  B  divided  by  260.    In
   accordance with Section 5.3, in the event Spyglass performs the  Work
   in accordance  with the  terms hereof,  GI shall  make the  following
   payments to Spyglass:  a minimum  of ***  (individually the  "Minimum
   Payment"  and  collectively  the  "Minimum  Payments").    Except  as
   otherwise provided in Section 11.5, GI's aggregate responsibility for
   Minimum Payments  hereunder  for  dedicated  personnel  and  Spyglass
   Specialists pursuant  to  Section 5.4,  shall  be limited  to  twenty
   million dollars  ($20,000,000) during  the Term.    In the  event  GI
   incurs  twenty  million  dollars  ($20,000,000)  in  Work   performed
   hereunder, its total Minimum Payment obligations shall be  completely
   fulfilled and discharged, and shall supercede the obligation to  make
   complete the  Minimum Payment  obligation  of any  individual  annual
   period.  The Parties  also agree to  periodically consider other  fee
   arrangements, including performance-based  billing as an  alternative
   to the time-based charges specified in this Agreement.

        5.2  Payment Terms.  GI shall pay all undisputed amounts  within
   *** days of receipt of an  invoice from Spyglass.  All such  payments
   shall be made in U.S. dollars by check mailed to Spyglass'  principal
   office identified above or by wire  transfer to a bank designated  by
   Spyglass.  Any  amount not paid  when due shall  bear a late  payment
   charge, until paid, at the rate of *** per annum.  In the event  that
   any such amounts are not paid, Spyglass shall provide notice to GI.  
   If GI  fails to  make appropriate  payment by  the ***  business  day
   following receipt of such  notice, Spyglass shall  have the right  to
   suspend the operation of DSIC but in the event of such suspension, GI
   shall not be relieved  of its obligation to  make such payments.   GI
   shall pay Spyglass  the amount  of all  governmental taxes,  excises,
   duties and/or other charges (except taxes  on or measured by the  net
   income of Spyglass) that Spyglass may be required to pay with respect
   to the production, sale or transportation of any Materials  delivered
   or any services performed hereunder.   If, during the Term, any  such
   taxes, excises, duties and/or charges  are imposed upon and  required
   to  be  paid  by  Spyglass  which  were  not  in  effect  as  of  the
   commencement of the Agreement,  and if GI  reasonably deems such  new
   taxes, excises, duties  and/or charges to  be excessive, GI  reserves
   the right to terminate the Agreement, upon *** days' prior notice.

        5.3  Calculation of  Minimum  Payments.   At  the  end  of  each
   calendar year of the Term, the Parties shall review the dollar  value
   of the Work performed  and invoices paid in  relation to the  Minimum
   Payments.  GI  shall be obligated  to make the  Minimum Payments  set
   forth in Section 5.1,  only in the event  that Spyglass performs  the
   Work and provides acceptable  invoices totaling at  least *** of  the
   annual Minimum  Payment for  the applicable  calendar year.   In  the
   event that Spyglass fails to provide this level of Work, GI shall  be
   obligated to  make payment  only in  the amount  of the  actual  Work
   performed and accurately  billed, rather than  the specified  Minimum
   Payment.
<PAGE>
       Confidential Materials omitted and filed separately with the
     Securities and Exchange Commission.  Asterisks denote omissions.

        5.4  Additional Personnel Charges.   In the event that  Spyglass
   agrees to provide any additional services or assign its personnel  on
   a temporary basis to  the DSIC, such personnel  shall be provided  at
   the rates set forth in Exhibit B.   Such amounts for extra  personnel
   shall be billed on a ***basis at  the end of each ***and payments  of
   such amounts are due  within *** days of  receipt of an invoice  from
   Spyglass.

        5.5  Additional Expenses.  GI  shall reimburse Spyglass for  all
   out-of-pocket expenses incurred by Spyglass in leasing, constructing,
   and operating the  space (including general  office services) in  the
   DSIC dedicated to the GI employees, customers, and ISVs.  GI shall be
   responsible for  reimbursing  Spyglass for  any  out-of-pocket  costs
   incurred  by  any  Spyglass  employee  performing  Work  incurred  in
   connection with any travel (transportation, lodging, meals, etc.)  by
   such employee.  In addition, GI  shall be responsible for paying  for
   any equipment and/or software that Spyglass is obligated to  purchase
   for the Subsidiary employees that it does not purchase for its  other
   employees.  Such costs shall be paid within *** days of receipt of an
   invoice from  Spyglass.    GI  shall  also  pay  all  reasonable  and
   necessary costs incurred  by Spyglass in  the temporary or  permanent
   relocation of employees  that are relocated  at the request  of GI.  
   Spyglass shall  be  responsible  for  all  other  costs  incurred  in
   connection with the performance of the Work.

   6.   ***.

   GI expects, ***.  The ***taken as  a whole, are ***. In addition,  if
   ***. If Spyglass enters into ***, then Spyglass shall promptly notify
   GI, and  GI shall  have the  right to  ***. If  any ***.  GI ***  may
   request  ***  signed  by  Spyglass's  Chief  Financial  Officer,  and
   Spyglass will comply ***, to insure that ***.
  
   7.   CONFIDENTIAL INFORMATION. 

   GI and Spyglass  entered into a Non-Disclosure Agreement dated  March
   4, 1998 ("NDA") for the purpose of protecting the confidentiality  of
   proprietary information disclosed  by either  Party ("Discloser")  to
   the other Party ("Recipient") in connection with a potential business
   relationship between  the  parties  relating  to  Spyglass'  internet
   technology, applications, and/or services  for use with GI's  digital
   set top terminals.

   In connection  with the  NDA and  this  Agreement, the  Parties  have
   disclosed and furnished and in the future may disclose or furnish  to
   each other  Confidential Information.  Confidential Information  does
   not include information that:  (a) is or becomes  part of the  public
   domain through no fault or breach  on the part of the Recipient,  any
   of its  subsidiaries,  affiliates  or persons  to  whom  Confidential
   Information is disclosed; (b)  was known to Recipient  or any of  its
   subsidiaries or affiliates free of any obligation of  confidentiality
   at the time  of Discloser's  communication thereof  to Recipient  and
   such  knowledge  can  be  proven  by  appropriate  evidence;  (c)  is
   subsequently  rightfully  obtained  by   Recipient  or  any  of   its
   subsidiaries or affiliates from a third party  without an  obligation
   to keep such information confidential; (d) is independently developed
<PAGE>
   by Recipient or any of its subsidiaries or affiliates without the use
   of any Confidential Information  or any breach  of this Agreement  or
   the NDA; (e) is approved in writing for public release by  Discloser;
   or (f)  is  required to  be  disclosed by  governmental  or  judicial
   action,  provided  that  the  Recipient  has  first  given  Discloser
   reasonable notice  of  such  requirement and  fully  cooperates  with
   Discloser in seeking confidential treatment for any such disclosure.

   Confidential Information provided in  tangible form shall be  clearly
   marked as proprietary.  With respect  to any Products, any  technical
   information, including but not limited to circuit layout, design,  or
   software, embedded in  any such Product  is Confidential  Information
   notwithstanding the  absence  of  any  proprietary  marking  on  such
   Product.  Confidential Information provided orally will be considered
   proprietary if Discloser says it is  proprietary at the time of  oral
   disclosure and summarizes  it in  a proprietary  writing provided  to
   Recipient within thirty (30) days of the oral disclosure.  All of the
   protection and restrictions contained in this Agreement as to the use
   and disclosure of  Confidential Information shall  apply during  said
   thirty (30) day period.

   Recipient shall:
        (a)  hold Confidential Information in confidence using the  same
             degree of care as it normally exercises to protect its  own
             proprietary information,
        (b)  restrict disclosure and use of the Confidential Information
             to employees  (including  any contractors  or  consultants)
             with a  need-to-know,  and not  disclose  it to  any  other
             parties,
        (c)  advise those  employees,  contractors  and  consultants  of
             their  confidential   obligations  with   respect  to   the
             Confidential Information  and  that  such  disclosures  are
             subject to the terms and conditions of this Article,
        (d)  not  copy,   duplicate,  reverse   engineer  or   decompile
             Confidential Information, and
        (e)  use the  Confidential Information  only in  furtherance  of
             performance  under  this  Agreement   and  shall  not   use
             Confidential Information for its own benefit.

   Neither the disclosure nor furnishing of Confidential Information  by
   either Party shall be construed as  granting to the Recipient  either
   expressly or by  implication, estoppel or  otherwise, any license  or
   right to  make  use  of  such  Confidential  Information,  except  as
   otherwise expressly provided in this Agreement, and Recipient  agrees
   that neither it  nor any of  its subsidiaries, affiliates,  officers,
   directors, employees, agents or representatives will make use thereof
   without the specific and express  written consent of Discloser  prior
   to such use.   Furthermore,  Recipient agrees  that the  Confidential
   Information is the sole property of the Discloser and that  Recipient
   has no proprietary interest in such information whatsoever.
<PAGE>
   WITHIN TEN (10)  BUSINESS DAYS AFTER  RECEIPT OF DISCLOSER'S  WRITTEN
   REQUEST,  RECIPIENT  SHALL  RETURN  TO  DISCLOSER  ALL   CONFIDENTIAL
   INFORMATION AND  ALL MATERIALS  CONTAINING CONFIDENTIAL  INFORMATION,
   INCLUDING BUT NOT  LIMITED TO DOCUMENTS,  DRAWINGS, PROGRAMS,  LISTS,
   MODELS, RECORDS, COMPILATIONS, NOTES, EXTRACTS AND SUMMARIES, WHETHER
   PREPARED BY  DISCLOSER  OR RECIPIENT,  OR  ANY OF  ITS  SUBSIDIARIES,
   AFFILIATES,    OFFICERS,    DIRECTORS,    EMPLOYEES,    AGENTS     OR
   REPRESENTATIVES, EXCEPT FOR  ONE COPY WHICH  MAY BE  RETAINED IN  THE
   FILES OF THE PATENT OR LAW DEPARTMENT OF RECIPIENT, OR AT THE  OPTION
   OF  DISCLOSER,  SHALL  DESTROY  SUCH  CONFIDENTIAL  INFORMATION   AND
   MATERIALS AND PROVIDE DISCLOSER WITH  AN AFFIDAVIT ATTESTING TO  SUCH
   DESTRUCTION. 

   Obligations imposed by  this Article shall  survive for  a period  of
   five (5) years after termination or expiration of this Agreement  for
   any reason.

   Recipient acknowledges and agrees that unauthorized use or disclosure
   of  Confidential  Information  may  cause  serious,  irreparable  and
   significant harm, damage or loss to Discloser which will be difficult
   or impossible  to  ascertain.   Accordingly,  Recipient  agrees  that
   Discloser shall have, in addition to all other remedies at law or  in
   equity, the  right to  seek immediate  injunctive relief  to  enforce
   Recipient's obligations under this Agreement.

   Each Party agrees that it will  not export or re-export, directly  or
   indirectly, any of the other Party's Confidential Information or  any
   products or materials of the other  Party's to any country for  which
   the United States  of America, at  the time of  export or  re-export,
   requires an export  license or other  governmental approval,  without
   first obtaining such license or approval.

   The  terms  and  conditions  of  this  Article  supersede  all  prior
   agreements between the  Parties with  respect to  the subject  matter
   hereof, including the  NDA, and any  disclosures made  under the  NDA
   shall be governed by the provisions of this Article.

   8.   REPRESENTATIONS, WARRANTIES AND LIMITATIONS OF LIABILITY.

        8.1Representation   and  Warranties.  Spyglass  represents   and
   warrants to GI that:

        i)   all Work shall be performed in accordance with each of  the
             terms  and  conditions   set  forth   in  this   Agreement,
             including, but not limited to, the SOW;
        ii)       it and its performance of  the Work shall comply  with
             all applicable laws;
        iii) the Work shall be performed in a professional manner and of
             a high  quality,  consistent  with  the  Internet  industry
             standards; and
        iv)  its computer systems will allow Spyglass to continue to  do
             business as  a  viable  entity and  to  accurately  process
             date/time data (including, but not limited to, calculating,
             comparing, and  sequencing)  from, into,  and  between  the
             twentieth and twenty-first  centuries, and  the years  1999
             and 2000, including leap year calculations
        v)        that  all  Materials  prepared  by  Spyglass  in   the
             performance of the Work will
<PAGE>
       Confidential Materials omitted and filed separately with the
     Securities and Exchange Commission.  Asterisks denote omissions.

             accurately  process  correctly   inputted  date/time   data
             (including, but not limited  to calculating, comparing  and
             sequencing)  from,  into  and  between  the  twentieth  and
             twenty-first  centuries  and  the  years  1999  and   2000,
             including leap  year  calculations and  Spyglass  makes  no
             other  representation  or  warranty  regarding  Year   2000
             Compliance.  In the event of  any breach of this  warranty,
             Spyglass shall restore the Materials  to the same level  of
             performance as warranted herein,  or repair or replace  the
             Materials with  conforming  Materials  so  as  to  minimize
             interruption to  GI  and its  customers'  ongoing  business
             processes, at Spyglass' sole cost and expense.

        vi)  that the prices charged to GI for any licenses and/or other
             intellectual property  rights are  in compliance  with  the
             requirements of Article 6.

        8.2  Joint  Representations.    GI  and  Spyglass  hereby   each
   represent and warrant that it has  all requisite corporate power  and
   authority to enter into this Agreement and to perform the obligations
   set forth  herein.   In addition,  each Party  hereby represents  and
   warrants  that  the  execution,  delivery  and  performance  of  this
   Agreement will not result  in a violation of  any agreement to  which
   such Party is  subject.    EXCEPT  AS PROVIDED  ABOVE, NEITHER  PARTY
   MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES CONCERNING THE WORK  TO
   BE PROVIDED  HEREUNDER  OR  ANY SOFTWARE  OR  OTHER  PRODUCTS  TO  BE
   DEVELOPED HEREUNDER AND EACH  PARTY HEREBY DISCLAIMS ALL  WARRANTIES,
   WHETHER EXPRESS  OR IMPLIED,  ORAL OR  WRITTEN, ARISING  OUT OF  THIS
   AGREEMENT INCLUDING, WITHOUT  LIMITATION, ALL  IMPLIED WARRANTIES  OF
   MERCHANTABILITY,   FITNESS    FOR   ANY    PARTICULAR   PURPOSE    OR
   NON-INFRINGEMENT. 

        8.3  Limitation of Liability. EXCEPT  FOR PAYMENTS SPECIFIED  IN
   EXHIBITS B AND C TO THIS AGREEMENT AND AS PROVIDED BELOW IN  ARTICLES
   9 AND 10, NEITHER PARTY SHALL  HAVE ANY LIABILITY TO THE OTHER  PARTY
   FOR ANY CAUSE  WHATSOEVER WHERE  THE AGGREGATE  LIABILITY FOR  DIRECT
   DAMAGES ARISING HEREUNDER DURING THE TERM  IS LESS THAN ***.  IN  THE
   EVENT THE AGGREGATE  LIABILITY FOR DIRECT  DAMAGES ARISING  HEREUNDER
   DURING THE TERM EXCEEDS  ***, EITHER PARTY  SHALL BE RESPONSIBLE  FOR
   ALL DIRECT DAMAGES UP TO A MAXIMUM  OF ***. IN NO EVENT SHALL  EITHER
   PARTY BE LIABLE FOR ANY  LOSS OF DATA, PROFITS,  LOSS OF USE, OR  FOR
   ANY SPECIAL,  CONSEQUENTIAL,  INCIDENTAL OR  OTHER  INDIRECT  DAMAGES
   ARISING OUT  OF  OR  IN CONNECTION  WITH  THIS  AGREEMENT;  PROVIDED,
   HOWEVER, THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS  ARTICLE
   8 WILL  NOT  APPLY WITH  RESPECT  TO: (I) DAMAGE  OCCASIONED  BY  THE
   WILLFUL MISCONDUCT OF A  PARTY; (II) CLAIMS THAT  ARE SUBJECT TO  THE
   INDEMNIFICATION  PROVISIONS  SET  FORTH  HEREIN;  OR  (III)   DAMAGES
   OCCASIONED BY THE BAD FAITH TERMINATION  OF THIS AGREEMENT BY  EITHER
   PARTY.  EACH PARTY  SHALL HAVE A DUTY  TO MITIGATE DAMAGES FOR  WHICH
   THE OTHER PARTY IS RESPONSIBLE. 
<PAGE>
   9.   GENERAL INDEMNIFICATION AND INSURANCE.

        9.1  By Spyglass. Spyglass shall defend, indemnify, and hold GI,
   its  subsidiaries  and  Affiliates,  and  each  of  their  respective
   employees,    officers,    directors,    attorneys,    agents,    and
   representatives, harmless  from  and  against  any  and  all  claims,
   liabilities, expenses,  losses, demands,  damages, fines,  penalties,
   and causes  of action  of every  kind and  character from  any  cause
   whatsoever, made,  incurred, sustained,  or initiated  by any  Person
   (including any Spyglass employee,  contractor, representative or  any
   of their respective family members), arising out of, incident to,  or
   in connection  with the  performance, non-performance,  or  purported
   performance by Spyglass  of this Agreement,  or breach  of its  terms
   except to  the  extent  attributable to  the  negligence  or  willful
   misconduct of GI. 

   The obligations  of this  clause shall  survive termination  of  this
   Agreement.

        9.2  By GI.      GI shall defend, indemnify, and hold  Spyglass,
   its  subsidiaries  and  Affiliates,  and  each  of  their  respective
   employees,    officers,    directors,    attorneys,    agents,    and
   representatives, harmless  from  and  against  any  and  all  claims,
   liabilities, expenses,  losses, demands,  damages, fines,  penalties,
   and causes  of action  of every  kind and  character from  any  cause
   whatsoever, made,  incurred, sustained,  or initiated  by any  Person
   (including any  GI employee,  contractor,  representative or  any  of
   their respective family members), arising out of, incident to, or  in
   connection  with  the  performance,  non-performance,  or   purported
   performance by GI of this Agreement, or breach of its terms except to
   the extent attributable  to the negligence  or willful misconduct  of
   Spyglass.

        9.3  Minimum Acceptable Levels of Insurance.  Each Party  shall,
   at all  times during  the Term,  at its  sole cost  and expense,  and
   thereafter for  so  long  as  is  reasonable  and  customary  in  the
   industry, or for such shorter period as the other Party requests,  in
   consideration of the particular circumstances, carry and maintain the
   insurance coverage  listed  below  with insurers  having  a  "Best's"
   rating of A+X or better:

        a)   Workers'   Compensation   insurance   as   required   under
             applicable  state  law  including  Employer's  Liability   
             $100,000 (per accident) $500,000  (disease - policy  limit)
             $100,000 (disease - per employee);

        b)        Commercial General Liability insurance covering claims
             for bodily  injury,  death,  personal  injury  or  property
             damage occurring or arising out of the performance of  this
             Agreement, including coverage for independent  contractor's
             protection (required if  any work  will be  subcontracted),
             premises-operations,  products/completed   operations   and
             contractual liability
<PAGE>
       Confidential Materials omitted and filed separately with the
     Securities and Exchange Commission.  Asterisks denote omissions.

             with  respect  to  the  liability  assumed  by  each  Party
             hereunder.  The limits of insurance shall not be less than:

             Each Occurrence               ***
             General Aggregate Limit       ***
             Products- Completed Broad
              Form Property Damage         ***
             Personal and Advertising
              Injury Limit                 ***

        c)   Errors and Omissions coverage sufficiently broad enough  to
             include the Work, and specifically software development and
             certification with limits of insurance not less than ***.

        d)   Should performance  of this  Agreement involve  any use  of
             automobiles, comprehensive  automobile liability  insurance
             covering the ownership,  operation and  maintenance of  all
             owned, non-owned and  hired motor vehicles  with limits  of
             not  less   than   ***  Combined   Single   Limit   (Bodily
             Injury/Property Damage)  for  bodily  injury  and  property
             damage.

        9.4  Waiver of Subrogation; Evidence  of Insurance.  Each  Party
   agrees that  its, its  insurer(s) and  anyone claiming  by,  through,
   under or in such Party's behalf shall have no claim, right of  action
   or right of subrogation against the other Party and the other Party's
   affiliates, directors, officers employees and customers based on  any
   loss or liability  insured against  under the  insurance required  by
   this Agreement.  The insurance limits required in this Article may be
   obtained through any  combination of primary  and excess or  umbrella
   liability insurance. The  insured Party  shall forward  to the  other
   Party,  certificates  of  such  insurance  upon  execution  of   this
   Agreement and upon any  renewal of such insurance  during the Term.  
   The certificates shall provide that (a)  the other Party be named  as
   an additional insured  as its interests  may appear  with respect  to
   this Agreement,  (b)  thirty  (30)  days'  prior  written  notice  of
   cancellation of, material change or exclusions in the policy to which
   certificates relate  shall  be given  to  the other  Party,  and  (c)
   coverage is  primary and  not excess  of, or  contributory with,  any
   other valid and collectible insurance purchased or maintained by  the
   other Party.  The fulfillment of such obligations, however, shall not
   otherwise relieve    the  insured  Party  of  any  liability  assumed
   hereunder or in  any way modify  the insured  Party's obligations  to
   indemnify  the other Party or end users under this Agreement.

        9.5  Maintenance of Existing  Coverage.  Spyglass  shall not  at
   any time after the expiration or  termination of this Agreement  take
   any action to alter, impair or cancel any insurance coverage that may
   apply with respect to the period  during which this Agreement was  in
   effect.
<PAGE>
   10.  INTELLECTUAL PROPERTY INDEMNIFICATION. 
  
        10.1 Spyglass Indemnity.  Spyglass  agrees to indemnify,  defend
   and hold harmless GI, from and against any claims by third parties to
   the extent based  on a  claim that  any Work  performed or  Materials
   provided by Spyglass: (a)  infringes a copyright,  or patent, or  (b)
   constitutes a  misappropriation of  another party's  trade secret  or
   other proprietary information.   Spyglass  will bear  the expense  of
   such defense  and  pay  any  Losses  attributable  to  such  claim.  
   Notwithstanding anything to  the contrary elsewhere  in this  Section
   10.1, Spyglass  will  have  no obligation  under  this  Article  with
   respect to any  Losses arising from  or in connection  with any  such
   claim to the extent such Losses are caused by:

             a.   modifications of Materials by GI or its agents; or

             b.   GI's subsequent combination of any Materials with,  or
                  operation or use  thereof in  combination with,  items
                  not furnished or specified by Spyglass (other than the
                  combination  thereof  with  other  items  required  to
                  enable such item  to be used  by GI  for its  intended
                  purposes);

             c.   Spyglass' complying with specifications of GI; or

             d.   a breach  of  the  terms  of  this  Agreement  by  GI,
                  material to the claims of Losses incurred by Spyglass.

        10.2 GI Indemnity.   GI  agrees to  indemnify, defend  and  hold
   harmless Spyglass against any claims to  the extent based on a  claim
   that (1)  GI  provided  software, or  (2)  any  other  software  that
   Spyglass is required by  GI to use under  this Agreement or any  part
   thereof, (a) infringes  a copyright or  patent or  (b) constitutes  a
   misappropriation of another party's trade secret or other proprietary
   or information.   GI will bear  the expense of  such defense and  pay
   Losses attributable to such claim.   Notwithstanding anything to  the
   contrary elsewhere in this Section 10.2,  GI will have no  obligation
   under this Article  with respect  to any  Losses arising  from or  in
   connection with any such claim to  the extent such Losses are  caused
   by:

             a.   modifications made  by Spyglass  or its  agents to  an
                  item provided by or  for GI (other than  modifications
                  made by or at the specific direction of GI);

             b.   the combination  thereof  by Spyglass  or  its  agents
                  with, or the operation  or use thereof in  combination
                  with, items not  furnished or specified  by GI  (other
                  than the combination thereof with other items required
                  to enable such  item to be  used by  Spyglass for  its
                  intended purposes); or

             c.   a breach of  the terms of  this Agreement by  Spyglass
                  material to the claims or Losses incurred by GI.
<PAGE>
        10.3 Rights of Indemnitor.  If  any software, hardware or  other
   materials becomes the subject  of a claim under  this Article, or  in
   the indemnitor's reasonable opinion is  likely to become the  subject
   of such a claim, then the indemnitor may, at its option, (i)  replace
   or modify  the  software, hardware  or  other materials  to  make  it
   non-infringing or may cure  any claims of  misuse of another's  trade
   secret, or  (ii) procure  for the  indemnitee the  right to  continue
   using the software or  hardware or other  materials pursuant to  this
   Agreement, or (iii) replace the software or hardware with  reasonably
   equivalent software or hardware, acceptable to the indemnitee,  which
   is non-infringing or  which is free  of claimed  misuse of  another's
   trade secret or (iv)  modify the Work or  Materials to eliminate  the
   infringing activity.

        10.4 Indemnification Procedures.

             a.   Notice and Control.   The indemnification  obligations
                  set forth in Articles 9 and  10 will not apply  unless
                  the Party claiming indemnification:

                  (i)  Notifies the other Party promptly of any  matters
                       in respect of which  the indemnity may apply  and
                       of  which   the   notifying  Party   has   actual
                       knowledge, in order to  allow the indemnitor  the
                       opportunity to investigate and defend the matter;
                       provided, that the failure to so notify will only
                       relieve the indemnitor  of its obligations  under
                       this article  if  and  to  the  extent  that  the
                       indemnitor is prejudiced thereby; and

                  (ii) Gives the other  Party reasonable opportunity  to
                       control the  response  thereto  and  the  defense
                       thereof, including any agreement relating to  the
                       settlement thereof; provided that, the indemnitee
                       will have the right  to participate in any  legal
                       proceeding to  contest  and defend  a  claim  for
                       indemnification involving a third party and to be
                       represented by legal counsel of its choosing, all
                       at the indemnitee's cost and expense.

             b.   The  indemnitor  will  not  be  responsible  for   any
                  settlement or compromise  made without  its consent.  
                  The indemnitee agrees to cooperate in good faith  with
                  the indemnitor  at  the  request and  expense  of  the
                  indemnitor.
<PAGE>
       Confidential Materials omitted and filed separately with the
     Securities and Exchange Commission.  Asterisks denote omissions.

   11.  TERM. 

        11.1 Term.  The initial term of this Agreement will begin on the
   Effective Date and will terminate on  October 31, 2001 (the  "Term").
   GI may,  upon  at least  six  (6)  months' prior  written  notice  to
   Spyglass, elect to extend  the Term for an  additional period of  one
   (1) year.  The Minimum Payment for this renewal period shall be  ***.
    During the  renewal  period,  the Payment  Schedules  set  forth  in
   Exhibits B and C shall increase by *** over the immediately preceding
   annual period.

        11.2 Termination for Change of Control. GI shall have the  right
   to terminate  this  Agreement  in  the event  that:  i)  any  of  the
   companies listed on  Exhibit E acquire  beneficial ownership  (within
   the meaning of Section 13(d) of the Securities Exchange Act of  1934)
   of shares of Common Stock of Spyglass representing 20% or more of the
   outstanding Common  Stock  of  Spyglass;  or  ii)  GI  exercises  its
   purchase option under the Operating Agreement. 

        11.3 Termination for Cause.   This Agreement  may be  terminated
   prior to the expiration of its Term (i) by either Party in the  event
   the other Party materially breaches a provision of this Agreement and
   the breaching Party fails to cure  such breach, (including a  failure
   to make payments when due) within thirty (30) days following  receipt
   of notice of such breach from the non-breaching Party; (ii) by either
   Party in the event any assignment is made by the other Party for  the
   benefit of  creditors, or  if a  receiver, trustee  in bankruptcy  or
   similar officer shall be appointed to  take charge of any and all  of
   the other parties property, or if  the other party files a  voluntary
   petition under federal bankruptcy laws  or similar state statutes  or
   such a petition is filed against the other party and is not dismissed
   within sixty (60)  days; (iii)  if the  Parties cannot  agree upon  a
   Statement of Work within the six (6) week period set forth herein, or
   as otherwise agreed to by the Parties.

        11.4 Termination based  on Economic  Conditions.   At  any  time
   after the first anniversary of the  Effective Date, GI may  terminate
   this Agreement upon *** days' prior  written notice if it  determines
   in its reasonable judgment that supply or market conditions will  not
   support the continued development  and/or production of its  products
   that  utilize  the  Work,  provided   that  GI  pays  Spyglass   upon
   termination, the dollar amount equal to ***.

        11.5 Effects of Termination.
             a.          Upon   expiration  or   termination   of   this
               Agreement for any reason, GI shall remain liable for  any
               charges,  payments  or expenses  due  to  Spyglass  which
               accrued  prior   to  the  termination   date.  Upon   any
               termination  of this  Agreement, in  the event  that  any
               employees of the Subsidiary are not absorbed by  Spyglass
               (which shall have  the first right to hire the  employees
               working  for the  Subsidiary) or  GI,  GI shall  pay  all
               reasonable costs incurred by Spyglass in connection  with
               the termination of  such personnel, which Spyglass  would
               otherwise be obligated  to pay pursuant to its  severance
               policies then in  effect.  A copy of Spyglass'  severance
<PAGE>
               policies as of the Effective Date are attached hereto  as
               Exhibit  G,  and Spyglass  shall  provide  GI  with  each
               revision  to  said policies  throughout  the  Term.    In
               addition,  GI  shall  pay  any  reasonable  costs   which
               Spyglass  is  obligated  to  pay  with  respect  to   any
               facilities  or  amenities  provided  to  the   Subsidiary
               personnel, as well as to the GI employees, customers  and
               ISVs working in the DSIC.
                           
             b.          Upon   expiration   or   temination   of   this
               Agreement for  any reason, GI  shall have  the right  but
               not the obligation,  to purchase any equipment  purchased
               by  Spyglass  pursuant   to  Section  2.5  at   Spyglass'
               depreciated book  value.   Additionally, Spyglass  agrees
               that  it  shall not  under  any  circumstances,  sell  or
               transfer such equipment to any of the entities set  forth
               in Exhibit E.

   12.  DISPUTE RESOLUTION.
   
        12.1 Management Committee Review.   During  the Term,  disputes,
   controversies or claims may arise between  the Parties.  To  minimize
   the expense to and  impact on each party  of formally resolving  such
   disputes, controversies and claims, the following procedures shall be
   followed.

             a.   If the  Parties  are  unable  to  resolve  a  dispute,
                  controversy or claim, upon the provision of notice  by
                  either party  to  the  other Party,  the  matter  will
                  immediately be referred to the Management Committee.

             b.   The representatives of the  Parties on the  Management
                  Committee will meet within  ten (10) business days  of
                  their  receipt  of  the  notice  for  the  purpose  of
                  resolving the  dispute, controversy  or claim.    Such
                  Management Committee representatives will discuss  the
                  relevant  issues  and  will  attempt  to  negotiate  a
                  mutually  satisfactory  resolution   in  good   faith,
                  without using formal proceedings.

             c.   During the  course  of  negotiations,  all  reasonable
                  requests  made   by   one   Party   to   another   for
                  non-privileged information, reasonably related to this
                  Agreement, will be  honored to advise  a Party of  the
                  other's position.

             d.   No formal proceedings for the resolution of a dispute,
                  controversy or claim may be commenced until either  or
                  both    of    the    appointed    senior    management
                  representatives conclude in  good faith that  amicable
                  resolution through continued negotiation of the matter
                  is not likely. 

        12.2 Continuation of Obligations.   Except for  failure to  make
   payments or  where clearly  prevented by  the dispute,  both  Parties
   agree to continue performing their respective obligations under  this
   Agreement while the dispute is being  resolved unless and until  such
   obligations  are  terminated  or   expire  in  accordance  with   the
   provisions of this Agreement.
<PAGE>
        12.3 Arbitration.

             a.   Procedures.  Any dispute, controversy or claim arising
                  out of or related to  this Agreement that the  parties
                  are unable to resolve through informal discussions  or
                  negotiations as provided above in Section 12.1 will be
                  submitted to binding arbitration. 

             b.   The  Party  requesting  arbitration  will  notify  the
                  American Arbitration Association ("AAA") and the other
                  Party in writing describing  in reasonable detail  the
                  nature of the dispute, and  will request that the  AAA
                  furnish a list  of five (5)  possible arbitrators  who
                  shall have  at  least  five (5)  years  experience  in
                  information and cable television technology matters.  
                  Each Party shall have fifteen (15) days to reject  two
                  of the proposed arbitrators.   If only one  individual
                  has not been  so rejected, he  or she  shall serve  as
                  arbitrator; if two  or more individuals  have been  so
                  rejected, the  AAA shall  select the  arbitrator  from
                  those individuals.

             c.   The arbitration  will be  governed by  the  Commercial
                  Arbitration Rules  of  the AAA,  except  as  expressly
                  provided in this  Article.   However, the  arbitration
                  will be  administered  by  any  organization  mutually
                  agreed upon by the Parties.  If the Parties are unable
                  to agree  upon  the  organization  to  administer  the
                  arbitration, it will be administered by the AAA.   The
                  arbitrator may not amend  or disregard any  provisions
                  of this Article.

             d.   The  arbitrator  will  allow  such  discovery  as   is
                  appropriate  to   the  purposes   of  arbitration   in
                  accomplishing  fair,   speedy   and   cost   effective
                  resolution of disputes.  The arbitrator will reference
                  the rules of  evidence of the  Federal Rules of  Civil
                  Procedures then  in effect  in setting  the scope  and
                  direction of such discovery.  The arbitrator will  not
                  be required  to, but  is not  prohibited from,  making
                  findings of fact or rendering opinions of law.

             e.   The arbitration shall  be held in  Delaware and  shall
                  commence within  thirty  (30)  days  or  the  earliest
                  available date set by the AAA, whichever is earlier.

             f.   The decision of  an award rendered  by the  arbitrator
                  will be final and binding on the Parties.  Judgment on
                  the award may be entered in and enforced by any  court
                  of competition jurisdiction.

             g.   Each Party  agrees  to pay  to  bear joint  and  equal
                  responsibility for all  fees payable  to the  American
                  Arbitration  Association  and   the  arbitrator   with
                  respect to any arbitration initiated hereunder.
<PAGE>
             h.   In no event shall the arbitrator  hear or rule upon  a
                  demand for penalties  or punitive  damages.   Punitive
                  damages are expressly  excluded from this  arbitration
                  provision and each  Party agrees  it has  no right  to
                  recover, and  hereby  waives  the  right  to  recover,
                  punitive damages  from the  other  Party.   Any  award
                  which includes  or purports  to include  penalties  or
                  punitive damages shall  be void  as to  the amount  of
                  penalties or punitive damages awarded.

        12.4 Enforcement.  Other than those matters involving injunctive
   relief as a remedy, or any  action necessary to enforce the award  of
   the arbitrator, the provisions of this Section are a complete defense
   to any suit, action  or other proceeding instituted  in any court  or
   before any  administrative  tribunal  with respect  to  any  dispute,
   controversy or claim arising out of  or related to this Agreement  or
   the creation, validity, interpretation, breach or termination of this
   Agreement.   Nothing  in  this  Section  prevents  the  Parties  from
   exercising the termination rights set forth in this Agreement.


        12.5 Work  During  Arbitration.    Spyglass  shall  continue  to
   provide the  Work in  accordance with  this  Agreement, and  GI  will
   continue to make payments  during the arbitration proceedings  unless
   Spyglass is bringing an action under  this Section for nonpayment  by
   GI, in which case the continued provision of Work is contingent  upon
   GI's  placing  the  unpaid  amounts  in  an  escrow  account  pending
   resolution of the dispute.

        12.6 Enforcement; Immediate Injunctive Relief. The Parties agree
   that the exclusive method of dispute  resolution is set forth in  the
   procedures established in  Section 12.3 and  the rights and  remedies
   provided in this Agreement are the exclusive rights and remedies  for
   the Parties as against each other and there shall be no other  rights
   or remedies  whether they  be in  contract, tort,  strict  liability,
   equity or otherwise. The Parties agree that the only circumstances in
   which disputes between them  will not be  subject to the  arbitration
   provisions of this  Agreement are instances  where the  damages to  a
   Party resulting  from a  breach will  be so  immediate, so  large  or
   severe, and so incapable  of adequate redress after  the fact that  a
   temporary restraining order or  other immediate injunctive relief  is
   the only adequate remedy.  If a  Party files a pleading with a  court
   seeking immediate injunctive relief and the injunctive relief  sought
   is not awarded  in substantial part,  the Party  filing the  pleading
   seeking immediate injunctive relief  shall pay all  of the costs  and
   attorneys' fees of the other Party.
      
   13.  GENERAL.

        13.1 Notices.  Wherever  one Party is  required or permitted  to
   give written notice to  the other under  this Agreement, such  notice
   will be  given  by  hand, by  certified  U.S.  mail,  return  receipt
   requested, by overnight courier, or by fax and addressed as follows:
<PAGE>
        If to GI:                          with a copy to:

        General Instrument Corporation     General Instrument Corporation
        101 Tournament Drive               101 Tournament Drive
        Horsham, PA  19044                 Horsham, PA 19044

        Attn: Exec. VP, Business           Attn: Senior VP and General
        Development                        Counsel
             Phone: (215) 323-1112              Phone: (215) 323-1203
             Fax: (215) 323-1111           Fax: (215) 323-1293

             If to Spyglass:                    with a copy to:

             Spyglass, Inc.                Hale and Dorr LLP
             1240 East Diehl Road          60 State Street
             Naperville, Illinois 60563    Boston, Massachusetts 02109

             Attn:  Gary Vilchick          Attn: Michael J.Bevilacqua,
                                                 Esq.
             Phone: (630) 245-4610         Phone: (617) 526-6448
             Fax:  (630) 245-6697          Fax: (617) 526-5000

        All such notices shall be effective upon receipt.  Either  Party
   may designate  a different  notice address  from  time to  time  upon
   giving ten  (10) days'  prior written  notice  thereof to  the  other
   Party.

        13.2 Relationship of the Parties.

             a.   Spyglass is and  shall at  all times  during the  Term
                  remain, an  Independent  Contractor.   This  Agreement
                  will not  be construed  as creating  any  partnership,
                  agency relationship or other form of legal association
                  that would  impose liability  upon one  Party for  the
                  other Party's actions or failure to act. Spyglass  has
                  no authority, express or implied, to assume or  create
                  any  obligations,  responsibility,  or  liability   on
                  behalf of GI or  to bind GI  in any manner  whatsoever
                  and GI has no authority, express or implied, to assume
                  or  create   any   obligations,   responsibility,   or
                  liability on behalf of Spyglass or to bind Spyglass in
                  any manner whatsoever.

             b.   Each Party shall  be responsible  for the  management,
                  direction and  control  of  its  employees  and  other
                  agents and such employees and other agents will not be
                  employees of the other Party.

             c.   Except  where  and  to   the  extent  this   Agreement
                  expressly provides that Spyglass will perform  certain
                  identified services as agent for GI, the Work shall be
                  performed   under   the   control,   management    and
                  supervision of Spyglass.

        13.3 Assignment.  Neither Party may, or will have the power  to,
   assign this Agreement or any of  its rights or obligations  hereunder
   without  the   prior   written  consent   of   the  other   Party.   
   Notwithstanding any provision to the  contrary, either Party will  be
   permitted to assign all or any portion of its rights and  obligations
   under this Agreement to:
<PAGE>
             a.   another entity that acquires all or substantially  all
                  of its assets;

             b.   an Affiliate; or

             c.   a successor in a merger, acquisition or divestiture of
                  all or a portion of such Party.

        Such assignment shall  not relieve  the assigning  Party of  its
   obligations under this Agreement.  This Agreement will be binding  on
   the Parties and their respective  successors and permitted assigns.  
   Except as expressly permitted in  this Agreement any other  purported
   assignment of the rights or obligations of a Party hereunder shall be
   null, void and of no force or effect.

        13.4 Counterparts.  This  Agreement may  be executed  in one  or
   more parts,  all of  which when  taken together  will constitute  one
   single agreement between the Parties.
  
        13.5 Headings.  The Section headings used in this Agreement  are
   included for  ease of  reference and  convenience  and shall  not  be
   considered in interpreting or construing this Agreement.

        13.6 Compliance with  Laws.   Spyglass' performance  under  this
   Agreement, as well as all Work provided hereunder, shall comply  with
   all applicable U.S. federal, state and local laws and ordinances, and
   all orders, rules, regulations and requirements thereunder.

        13.7 Governing Law.   This Agreement  shall be  governed by  and
   construed in accordance with laws of  the State of Delaware,  without
   regard to its choice of law provisions.

        13.8 Waiver.   The waiver  by  either Party  of  a breach  or  a
   default of any provision of this  Agreement by the other Party  shall
   not be construed as a waiver of any succeeding breach of the same  or
   any other provision, nor shall any  delay or omission on the part  of
   either Party  to exercise  or avail  itself of  any right,  power  or
   privilege that it has, or may have hereunder, operate as a waiver  of
   any right, power or privilege by such Party. 

        13.9 Construction.    The  negotiating  and  drafting  of   this
   Agreement has been participated  in by each Party  and not by  either
   Party to  the exclusion  of the  other and,  for all  purposes,  this
   Agreement shall  be  deemed  to have  been  drafted  jointly  by  the
   Parties. The language used  in this Agreement shall  be deemed to  be
   the language chosen by  the Parties to  express their mutual  intent,
   and no  presumption  or  burden of  proof  shall  arise  favoring  or
   disfavoring any  Party by  virtue of  the authorship  of any  of  the
   provisions of this Agreement.

        13.10  Survival.  The obligations and rights of the Parties  set
   forth in Articles 5, 7,  9, 10, and 13,  and Sections 8.2, 11.6,  and
   12.3 shall survive any expiration or termination of this Agreement
<PAGE>
        13.11  Severability.         Any  provisions  hereof  which  are
   prohibited or unenforceable  in any  jurisdiction shall,  as to  such
   jurisdictions, be ineffective  to the extent  of such prohibition  or
   unenforceability without invalidating the remaining provisions hereof
   or affecting the validity or enforceability of such provision in  any
   other jurisdiction.

        13.12     Excused Performance.   A Party shall  be excused  from
   performing an  obligation  under  this Agreement  and  shall  not  be
   considered in default to the extent such Party's performance has been
   prevented, in whole or in  part, by (i) an  act of Force Majeure,  or
   (ii) the  non-performance  of  any other  Party  to  this  Agreement;
   provided, however, that  a Party  shall not  be so  excused from  the
   performance of its  obligations under  this Agreement  to the  extent
   that the other Party's non-performance  is attributable to the  Party
   seeking to be excused from the  performance of its obligations  under
   this  Agreement  failing  to  perform  its  obligations  under   this
   Agreement.

        13.13     Suspension  of  Performance.    If  either  Party   is
   prevented by Force  Majeure from  performing any  of its  obligations
   under this  Agreement, other  than making  payments due  and  payable
   hereunder, it  is agreed  that upon  such Party's  providing  written
   notice and full particulars of such Force Majeure to the other  Party
   as soon as practicable  after commencement of  the occurrence of  the
   cause relied on, the obligations of the Party giving such notice,  so
   far as they are  affected by such Force  Majeure, shall be  suspended
   but only during the continuation of such inability, and the  affected
   Party shall undertake to  remedy such cause or  inability as soon  as
   practicable.

        13.14     Force Majeure Notification.  The notice referred to in
   the preceding  Section shall  be given  by the  Party claiming  Force
   Majeure hereunder and shall describe the nature of the Force  Majeure
   event, the  extent of  the impact  on the  ability of  such Party  to
   perform its  obligations hereunder  and  the expected  timetable  for
   remedying the Force Majeure.   If it appears  that the Force  Majeure
   cannot be remedied,  the notice  shall so  state.   Should any  Force
   Majeure event occur, the Parties agree to cooperate to determine  how
    such event can best be remedied  to avoid, or minimize the  duration
   of, any suspension hereof including, but  not limited to, good  faith
   negotiations to modify this Agreement  to allow for the  continuation
   of the affected  performance.  When  the event of  Force Majeure  has
   ceased or  been  remedied,  the  Party  whose  performance  has  been
   affected shall provide written notice to the other Party stating that
   the Force Majeure event has ceased or been remedied.

        13.15     Press Release.  Neither Party shall issue any form  of
   news release  regarding  this  Agreement  or  any  other  arrangement
   entered into  in  connection  therewith, without  the  prior  written
   consent of  the other  Party, which  consent  shall not  be  withheld
   unreasonably, except with respect to matters required to be disclosed
   pursuant to applicable securities laws. 
<PAGE>         
        13.16     Entire Agreement.   This Agreement  and  all  Exhibits
   and attachments hereto  as well as  the NDA (in  accordance with  the
   provisions of Article 7) constitute  the final written expression  of
   all terms of  the Agreement  relating to  the transactions  described
   herein.   This  Agreement  supersedes  all  previous  communications,
   representations, agreements, promises or  statements, either oral  or
   written, with  respect  to such  transactions.   No  addition  to  or
   modification of  any  provision of  this  Agreement will  be  binding
   unless made in writing and signed by both Parties.

   IN WITNESS  WHEREOF, the  Parties have  caused this  Agreement to  be
   executed by their duly authorized representatives as of the Effective
   Date.


   GENERAL INSTRUMENT CORPORATION          SPYGLASS, INC.
                                          
   By: /s/ Richard C. Smith                By:/s/ Michael F. Tyrrell

   Name: Richard C. Smith                  Name: Michael F. Tyrrell

   Title: Executive VP                     Title: EVP Business Development

   Date: 10/19/98                          Date: 10/19/98

<PAGE>
                                   EXHIBIT A


                             Statement of Work


        TO BE PREPARED JOINTLY BY THE PARTIES IN ACCORDANCE WITH SECTION
                                    2.1
<PAGE>
       Confidential Materials omitted and filed separately with the
     Securities and Exchange Commission.  Asterisks denote omissions.

                                 EXHIBIT B

                             Payment Schedule

   Dedicated ResourcesResources

   Position           Annual Rate           Annual Rate      Annual Rate
                          Year 1               Year 2          Year 3
   
   Project Manager          ***                 ***                 ***
   Architect                ***                 ***                 ***
   Engineer                 ***                 ***                 ***
   QA Specialist            ***                 ***                 ***
   Technical Doc Specialist ***                 ***                 ***
   Practice Manager         ***                 ***                 ***
   Systems Administrator    ***                 ***                 ***
   Administrator            ***                 ***                 ***

   The above rates  shall be ***  for any dedicated  resources that  are
   permanently assigned to a GI facility.


   Spyglass SpecialistsSpecialists

   Position                 Hourly Rate     Hourly Rate        Hourly Rate
                                Year 1        Year 2              Year 3
   
   Project Manager               ***            ***                 ***
   Architect                     ***            ***                 ***
   Engineer                      ***            ***                 ***
   QA Specialist                 ***            ***                 ***
   Technical Doc Specialist      ***            ***                 ***
   Practice Manager              ***            ***                 ***

   Position Descriptions

   Project Manager _  Knowledgeable in all  aspects of software  product
   development cycles  and  software support  issues.  Spyglass  Product
   Managers will  have  day  to day  management  responsibility  of  the
   different groups within  the DSIC.   Core functions  of the  Spyglass
   Program Manager are:
        [_]  Responsible for day-to-day management of the project groups
           (i.e. Development, SI&T, etc.)
        [_]  Responsible for the development  and management of  project
          work plans
        [_]  Communicate project direction, status, issues, and  changes
          to the appropriate management personnel
        [_]  Manage project issues and change management processes
        [_]  Monitor project  progress  and  project  reporting  related
          status 
        [_]  Assist in managing project costs within the budget

   Architect _ Knowledgeable  in all aspects  of the technologies  being
   implemented and able to develop large scale system design.   Spyglass
   Architects  focus  at  a  strategic  level  as  opposed  to  tactical
   implementation.  Core functions of the Spyglass Architects are:
<PAGE>
        [_]  Provide technical understanding of the project
        [_]  Provide  technical   understanding   of   the   tools   and
          technologies being deployed
        [_]  Provide technical  leadership  in  the  system  design  and
          architecture
        [_]  Participate in appropriate project planning sessions
        [_]  Responsible  for  dissemination  of  appropriate  technical
          knowledge to the client

   Engineer _  Knowledgeable in  the  technologies being  implemented.  
   Spyglass engineers  will provide  support  to General  Instrument  as
   appropriate.  Core functions of the Spyglass Engineers are:
        [_]  Participate   in   appropriate   aspects   of   application
          development (i.e.  analysis, design,  construction, testing  &
          implementation)
        [_]  Participate in appropriate project planning sessions
        [_]  Responsible  for   the  completion   of  assigned   program
          deliverables
        [_]  Responsible  for  dissemination  of  appropriate  technical
          knowledge to client
        [_]  Provide technical support to GI customers
        [_]  Solve technical problems in area of expertise
        [_]  First point of contact for customer service

   QA Specialist _  Knowledgeable in  software engineering  development.
   Spyglass QA specialists will  be responsible mainly  in the SI&T  and
   certification functions. Core functions of the Spyglass QA Specialist
   are:
        [_]  Design, implement, and execute test procedures and cases
        [_]  Develop the associated automation framework for testing
        [_]  Recognize additional testing  requirements within  existing
          test procedures and cases
        [_]  Independently prepare expected results for test cases
        [_]  Identify, document, and resolve all discrepancies

   Technical Documentation Specialist _ Experienced  in a wide range  of
   technical    communications    deliverables.    Spyglass    Technical
   Documentation Specialists  will  document the  technical  information
   regarding  the  DSIC.  Core  functions  of  the  Spyglass   Technical
   Documentation Specialist are:
        [_]  Responsible for the creation of technical documentation
        [_]  Responsible for the creation of any training materials
        [_]  Responsible for the creation of the acceptance plan
        [_]  Responsible for maintenance of a bulletin board for support
          issues

   Practice Manager  _ Knowledgeable  in business  and technical  issues
   affecting  the  organization  and  industry.    Spyglass   Management
   Consultants will oversee and manage the entire DSIC.  Core  functions
   of the Spyglass Management Consultant are:
        [_]  Responsible for  the relationship  with General  Instrument
          and overall success of the DSIC
        [_]  Provide  business  and   technical  understanding  of   the
          organization and industry
        [_]  Provide knowledge regarding technologies and deliverables
        [_]  Provide resolutions to outstanding issues
        [_]  Assist in project planning and project charter development
        [_]  Provide business process support
        [_]  Overall budget and project responsibility
<PAGE>
   System  Administration  _   Experienced  in   the  installation   and
   maintenance of  hardware  and software  to  support the  day  to  day
   operations of  the DSIC.  Spyglass System  Administrators will  setup
   remote facilities for the DSIC. Core functions of the Spyglass System
   Administrator are:
        [_]  Responsible for the  installation and maintenance  internal
          networks
        [_]  Responsible for the installation and maintenance of day  to
          day hardware and software needs
        [_]  Purchase, negotiate, and research new hardware and software
        [_]  Maintain all  of  the internal  infrastructure  for  remote
          sites
        [_]  Maintain relationships with external vendors in regards  to
          infrastructure hardware and software

   Administration _ Experienced in providing support  to the day to  day
   operations of  the  DSIC.  Core  functions  of  the  Spyglass  System
   Administrator are:
        [_]  Responsible clerical type of functions
        [_]  Responsible for providing  the necessary  reporting of  the
          DSIC
        [_]  Responsible for the coordination  of external usage of  lab
          time, equipment, etc.
        [_]  Responsible for tracking software and equipment
        [_]  Provide  assistance  to  Spyglass  and  General  Instrument
          management in the running of the DSIC facilities

<PAGE>
       Confidential Materials omitted and filed separately with the
     Securities and Exchange Commission.  Asterisks denote omissions.

                               EXHIBIT C

   A.  Staffing Schedule



                      Q1     Q2    Q3     Q4     Total Total   Total
   Position           Year   Year  Year   Year   Year  Year    Year
                      1      1     1      1      1     2       3


   Project Manager    ***    ***   ***    ***    ***   ***    ***
   

   Architect          ***    ***   ***    ***    ***   ***    ***
  

   Engineer           ***    ***   ***    ***    ***   ***    ***
  

   QA                 ***    ***   ***    ***    ***   ***    ***
   

   Technical Writer   ***    ***   ***    ***    ***   ***    ***
   

   Management         ***    ***   ***    ***    ***   ***    ***
  

   System             ***    ***   ***    ***    ***   ***    ***
   Administration

   Administration     ***    ***   ***    ***    ***   ***    ***
  
                 
   Totals              ***    ***   ***    ***    ***   ***    ***
   
          
        Personnel Qualifications

             1.   Project Manager
             2.   Architect
             3.   Engineer
             4.   QA
             5.   Technical Writer
             6.   Management
             7.   System Administration
             8.   Administration
<PAGE>
                               EXHIBIT D

                               Key Employees


          TO BE IDENTIFIED JOINTLY BY THE PARTIES DURING THE TERM
<PAGE>
       Confidential Materials omitted and filed separately with the
     Securities and Exchange Commission.  Asterisks denote omissions.

                                 EXHIBIT E

             Cable Industry EntitiesIndustry EntitiesEntities

    List of Cable Entities, including all Affiliates thereof,  in
                  both Domestic and International Markets


   ***
<PAGE>                                                             
                                 Exhibit F

            Form of GI's Invention and Nondisclosure Agreement


                          General Insturment Logo (Registered Trademark)

                         NON-DISCLOSURE AGREEMENT


   Agreement made this   day of           199__, by and between  GENERAL
   INSTRUMENT CORPORATION,  having an  office at  101 Tournament  Drive,
   Horsham,     Pennsylvania     19044      (the     "Company")      and
   ________________________,       having       an       office       at
   _____________________________________ ("Recipient").

   1.   Recitals. The Company desires to disclose, and Recipient desires
   to receive, information  which is deemed  to be confidential,  secret
   and/or proprietary to  the Company for  the purpose  of enabling  the
   Recipient to provide services to Spyglass DSIC, Inc. in support of an
   agreement with the Company.

   2.   Definition.    "Confidential Information" shall mean any and all
   information disclosed by the Company to Recipient, including, without
   limitation, system  concepts,  electronic  configurations,  component
   specifications, logic  diagrams, equipment  designs, system  designs,
   system  architecture,  protocols,   software,  processes,   financial
   matters, business  matters,  research programs  and  any  information
   which can  be obtained  by examination,  testing or  analysis of  any
   hardware, software or any component part thereof provided by  Company
   to Recipient.

   3.   Protection of Confidential Information. In consideration of  the
   Company disclosing from time to time at its own discretion certain of
   its Confidential Information to Recipient or its officers,  employees
   or agents,  Recipient  agrees  that it  shall  use  the  Confidential
   Information only for the purposes stated  in this Agreement and  that
   it will not disclose at any time, nor permit its officers,  employees
   or agents to  disclose at any  time (either  during their  respective
   employment by Recipient or thereafter), nor appropriate or use on its
   own behalf or on the behalf of others, any Confidential  Information,
   except as otherwise provided herein,  without in each instance  first
   obtaining the Company's written consent thereto.  Except as necessary
   to fulfill the purposes of  this Agreement, Recipient further  agrees
   not to  make, or  permit to  be made  by its  officers, employees  or
   agents,  copies,   abstracts  or   summaries  of   any   Confidential
   Information, including,  but  not  limited  to,  pictures,  drawings,
   specifications,  plans,  data,  notes   and  reports  embodying   any
   Confidential Information.  Recipient further agrees to return to  the
   Company, within ten  (10) days following  the Company's request,  all
   such documents or other embodiments of any Confidential  Information.
    Recipient acknowledges and agrees that all Confidential  Information
   disclosed by  the Company  is provided  AS IS  without any  warranty,
   whether express or implied, as to  its accuracy, completeness or  use
   for a particular purpose unless  otherwise specifically set forth  in
   writing by the Company.

<PAGE>
   4.   Exceptions.    The obligations  under this  Agreement shall  not
   apply to  Confidential  Information which  (a)  is available  to  the
   public by publication in a single source; (b) is rightfully  received
   from a  third party  without restriction  on disclosure  and  without
   breach of  this  Agreement; (c)  is  independently developed  by  the
   receiving party provided that any person developing same have not had
   access to the Confidential Information;  (d) is approved for  release
   by written authorization of the Company; (e) is disclosed pursuant to
   a requirement of a governmental agency or by judicial requirement.

   5.   No Rights Granted.  This Agreement  shall  not be  construed  as
   granting or conferring,  either expressly or  impliedly, any  rights,
   licenses  or  relationships   by  the   furnishing  of   Confidential
   Information specified above or pursuant  to this Agreement.   Without
   in any way limiting the foregoing  it is specifically understood  and
   agreed that Recipient  shall in no  way obtain any  copyright in  any
   computer  program  furnished  hereunder   nor  in  any   translation,
   modification, correction or addition thereto.

   6.   Equitable Remedies. Recipient acknowledges and  agrees that  the
   unauthorized use or disclosure of Confidential Information will cause
   serious, irreparable  and significant  harm, damage  or loss  to  the
   Company, which  will  be  difficult  or  impossible  to  ascertain.  
   Accordingly, Recipient agrees that the Company will have, in addition
   to all  other  remedies  at law  or  in  equity, the  right  to  seek
   immediate injunctive relief to enforce Recipient's obligations  under
   this Agreement.   In  the event  of  a breach  of this  Agreement  by
   Recipient, all costs, including reasonable attorneys' fees,  incurred
   by the  Company  in  enforcing  this  Agreement  shall  be  borne  by
   Recipient.

   7.   Entire Agreement.    This  Agreement  is  the  entire  agreement
   between the  parties with  respect to  the subject  matter  contained
   herein and supersedes  all prior or  contemporaneous oral or  written
   agreements concerning such subject matter.

   8.   Governing Law. This Agreement shall be governed by and construed
   under the laws of  the Commonwealth of  Pennsylvania and the  parties
   hereto agree to submit themselves to the jurisdiction of all  federal
   and state courts within such Commonwealth.

   9.   Amendments or Waivers.   This  Agreement  may  not  be   amended
   except by written agreement signed by duly authorized representatives
   of both parties.   No  failure to or  delay in  exercising any  right
   under this Agreement will operate as a waiver of such right.

   10.  No Future Obligations and Non-Exclusivity.   Neither        this
   Agreement nor any obligation undertaken hereby shall obligate  either
   party to enter  into any further  business relationship.   Except  as
   otherwise agreed to  in writing  by the  parties and  subject to  the
   terms of this Agreement, either party may meet, exchange information,
   enter into agreements  and conduct business  of any  kind with  third
   parties, to the exclusion of the other party hereto, relating to  the
   purpose or project  for which Confidential  Information is  disclosed
   hereunder.
<PAGE>
   11.  Publicity.     Neither party shall publicly announce or disclose
   the terms of this  Agreement, or advertise  or release any  publicity
   regarding this Agreement or the fact that the parties are engaged  in
   discussions, without the prior written consent  of the other party.  
   This  provision  shall   survive  the   expiration,  termination   or
   cancellation of this Agreement.

   12.       Binding Effect.   This Agreement  shall be  binding on  and
   inure to the benefit of the  Parties and their respective  successors
   and assigns,  but  no Party  shall  have  the power  to  assign  this
   Agreement or any  rights or obligations  hereunder without the  prior
   written consent of the  other Party hereto  or as otherwise  provided
   herein.   Notwithstanding the  foregoing, a  Party may,  without  the
   consent of the other Party, assign  its rights and obligations  under
   this Agreement to any successor entity  in the event of such  Party's
   sale or transfer of substantially all of the assets or stock of  such
   Party or a division thereof responsible  for the performance of  such
   Party's  obligations  hereunder,  or  in  the  event  of  a   merger,
   consolidation or  reorganization;  provided,  however,  in  any  such
   event, such assignor shall not be relieved of any of its  obligations
   hereunder  except  to  the  extent  performed  or  satisfied  by  the
   assignee.

   IN WITNESS WHEREOF, the  parties have executed  this Agreement as  of
   the date first above written.

   General Instrument Corporation


   By:__________________________
   Name:
   Title:

   RECIPIENT:

   By:___________________________
   Name:
   Title:

<PAGE>
       Confidential Materials omitted and filed separately with the
     Securities and Exchange Commission.  Asterisks denote omissions.

                                 Exhibit G
      
                       Spyglass' Severance Policies


   November 3, 1997

   <<Name>>
   <<Address>>
   <<City>>

   Dear <<First Name>>:

   To remain competitive in today's market, Spyglass, Inc. has found it
   necessary to change its business strategies and restructure some
   organizations.  Because of these business decisions, it is necessary
   to inform you that your employment with Spyglass will be terminated.

   This letter informs you that effective today, Spyglass is giving you
   a *** day notification period.  During this period, you will receive
   ***.  You are not expected ***.

   At the conclusion of the notification period on December 3, 1997,
   your employment with Spyglass will officially terminate.  If you
   agree to the terms contained in this letter agreement, you will then
   be eligible for the following severance package:  Employees with up
   to one (1) year of service shall receive *** of severance pay. 
   Employees with one year or more of services shall receive *** of
   severance pay for every *** worked.  Your are eligible to be paid
   <<SevDays>> Weeks of severance (through <<EndDate>>) at ***.  Such
   salary payments shall continue to be made in accordance with the
   Company's normal payroll practices and be subject to all applicable
   withholding requirements.  Paid time leave shall continue to accrue
   through December 3, 1997 and will be included in your termination
   check to be paid on December 3rd.

   Because the purpose of this severance package is to ease our
   transition to new employment you will be provided with up to *** of
   outplacement assistance; however, your outplacement assistance and
   severance payments will cease upon your acceptance of other
   employment.  You agree that you will notify the Company promptly upon
   acceptance of any employment elsewhere.

   In addition, the company will pay for the medical and dental benefits
   you presently c carry through <<InsDate>> based on your acceptance of
   this agreement.  You may elect to continue your medical and dental
   coverage subsequent to <<InsDate>> at your expense, subject to the
   COBRA stipulations.  You will be sent further information regarding
   extending these benefits upon termination.

   All stock options available to be exercised as of December 3, 1997
   must be executed within ninety (90) days from termination (March 3,
   1998).

   Acceptance of this agreement acknowledges yo0u concurrence with the
   following terms.
<PAGE>
   .You acknowledge the continuing applicability of the provisions of
   the Invention and Non-Disclosure Agreement executed by you, between
   Spyglass and you.

   .You agree that you will not make any negative or derogatory comments
   or disclose any negative or derogatory information about the Company
   or its management, business, personnel, products or services.  The
   Company agrees that it will not make any negative or derogatory
   comments or disclose any negative or derogatory information about you
   or your employment with the Company.
   
   .On behalf of yourself, your agents, representatives, attorneys,
   assigns, heirs executors and administrators, you hereby release and
   forever discharge the company and its employees, officers, directors,
   shareholder, representatives and agents from any and all claims that
   you have relating to or pertaining to your employment or the
   termination thereof or to your ownership of shares or options to
   acquire shares in the Company, or any other claim that arose or could
   have arisen on or before the date of this letter agreement, including
   but not limited to claims in tort or contract, under Title VII of the
   Civil Rights Act of 1964, 42 U.S.C. s2000e et. Seq., the American
   with Disabilities Act, 42 U.S. C. s12101 et. seq., the Age
   Discrimination in Employment Act, 29 U.S.C. s621 et. seq., the Civil
   rights Act, Mass.Gen L. c 12 xx11H11I et seq., the Equal Rights Act,
   mass. Gen L. c93 s102 et seq., the Mass Gen L. c 151B x1 et seq. and
   damages arising out of all employment discrimination, wrongful
   discharge or other common law claims excepts any and all such claims
   which may arise out of the company's nonperformance of its
   obligations under this letter agreement.  You represent and warrant
   that you have not filed any complaints, charges or claims for relief
   against the Company with any local, state or federal court or
   administrative agency, with currently are outstanding.

   .This letter agreement shall inure to the benefit of an be binding
   upon the parties hereto and their successors and assigns.

   .You acknowledge that it would be difficult to fully compensate the
   Company for damages for breach by you of any of the provisions
   contained in this letter agreement.  Accordingly, you specifically
   agree that the Company shall be entitled to equitable relief to
   enforce such provisions without the necessity of proving actual
   damages.

   .You agree to immediately return to Spyglass, any equipment or
   property owned by the Company that your are using;

   .This agreement shall be governed by and construed in accordance with
   the laws of the Commonwealth of Massachusetts.

   You should consult your own attorney before signing this letter and
   may take up to forty-five (45) days to do so.  If, after reviewing
   this letter with your attorney, you find that its terms and
   conditions are satisfactory to you, sign and return this letter in
   the enclosed stamped envelope.  If you sign this letter, you may
   change your mind an revoke your agreement during the seven (7) day
   period after you have signed it.  If you do not so revoke, this
   letter will become a binding agreement between you and the Company
   upon the expiration of the seven (7) day revocation period.
<PAGE>
   Attachment A of this letter provides you with disclosures required by
   federal law regarding the employees eligible for this severance
   package.  By your signature below, you acknowledge that you have read
   Attachment A and understand its contents.

   Very truly yours,

   SPYGLASS, INC.

   Douglas P. Colbeth
   President & CEO
   
   I hereby agree to the terms and conditions set forth above.  I have
   been given at least 45 days to consider this letter agreement and I
   have chosen to execute this letter agreement on the date indicated
   below.  I intend that this letter will become a binding agreement
   between me and the Company if I do not revoke my acceptance within
   seven (7) days.

   <<Name>.                                Date


   Attachment