EXHIBIT 10.25
         Confidential Materials omitted and filed separately with
         the Securities and Exchange Commission.  Asterisks denote
         omissions.
                                      
              COMMON STOCK AND WARRANT PURCHASE AGREEMENT
                   
        This Agreement  is  entered into  as  of October 19,  1998  (the
   "Effective Date")  between  Spyglass, Inc.,  a  Delaware  corporation
   having a  principal place  of business  at 1240  E. Diehl  Road,  4th
   Floor, Naperville, IL 60563  (the "Company"), and General  Instrument
   Corporation, a Delaware corporation having a place of business at 101
   Tournament Drive, Horsham, Pennsylvania 19044 (the "Purchaser").  The
   Company and  the  Purchaser  are hereinafter  sometimes  referred  to
   individually as a "Party" and collectively as the "Parties."

        WHEREAS, contemporaneously with the execution of this Agreement,
   the Company and the  Purchaser are entering  into a Digital  Software
   Integration Center Sourcing Agreement (the "Sourcing Agreement");

        WHEREAS, contemporaneously with the execution of this Agreement,
   the Company has organized Spyglass DSIC, Inc. (the "Subsidiary")  for
   the purpose of operating and managing a Digital Software  Integration
   Center in accordance with the terms of the Sourcing Agreement:

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

        WHEREAS, the Company and the Purchaser desire to enter into this
   Agreement for the purpose of providing  for the purchase and sale  of
   certain securities of the Company and establishing certain rights and
   obligations with respect to such securities;

        NOW, THEREFORE,  in consideration  of  the mutual  promises  and
   covenants contained in this Agreement and for other good and valuable
   consideration, the  receipt  and  sufficiency  of  which  are  hereby
   acknowledged, the Company  and the  Purchaser, each  intending to  be
   legally bound, hereby agree as follows:

        1.   Purchase and Sale of Securities.

             1.1  Purchase and Sale of Shares.  Subject to the terms and
   conditions of this Agreement, at the  Closing (as defined below)  the
   Company will issue and sell to the Purchaser, and the Purchaser  will
   purchase, 700,000 shares of common stock,  $.01 par value per  share,
   of the Company ("Common Stock") for the purchase price of $10.56  per
   share.  The shares  of Common Stock being  sold under this  Agreement
   are referred to as the "Shares."

             1.2  Warrants.  The Company will issue to the Purchaser  at
   the Closing three  warrants, covering a  total of  700,000 shares  of
   Common Stock, which warrants shall be in the form attached hereto  as
   Exhibit A, Exhibit B and Exhibit C, respectively (the "Warrants").

        2.   The Closing.  The  closing ("Closing") of the  transactions
   contemplated by this  Agreement shall take  place at  the offices  of
   Hale and Dorr LLP,  60 State Street,  Boston, Massachusetts at  10:00
   a.m. (or  at such  other time  and  place as  may  be agreed  by  the
   Parties) on the date of this Agreement (the "Closing Date").  At  the
   Closing:

                                  -1-
<PAGE>
             (1)  the  Company  shall   deliver  to   the  Purchaser   a
   certificate, as  of  the most  recent  practicable date,  as  to  the
   corporate good standing  of the Company  issued by  the Secretary  of
   State of the State of Delaware;

             (2)  the  Company  shall  deliver  to  the  Purchaser   the
   Certificate of Incorporation of the Company, as amended and in effect
   as of the Closing  Date, certified by the  Secretary of State of  the
   State of Delaware;

             (3)  the  Company  shall   deliver  to   the  Purchaser   a
   certificate of  the Secretary  of the  Company certifying  as to  the
   Company's By-laws and resolutions of the Company's Board of Directors
   relating to the issuance and sale of the Shares and the Warrants;

             (4)  the  Company  shall   deliver  to   the  Purchaser   a
   certificate  for  the  Shares  being  purchased  by  the   Purchaser,
   registered in the name of the  Purchaser and dated as of the  Closing
   date;

             (5)  the Purchaser shall  pay to the  Company the  purchase
   price for  the  Shares, by  wire  transfer of  immediately  available
   funds;

             (6)  the  Company  and  the  Purchaser  shall  execute  and
   deliver a Cross-Receipt with respect to the purchase and sale of  the
   Shares;

             (7)  the Company shall execute and deliver to the Purchaser
   the Warrants; and

             (8)  the Company shall deliver to the Purchaser an  opinion
   of counsel in substantially the form attached hereto as Exhibit D.

        3.   Representations  of  the  Company.    The  Company   hereby
   represents and warrants to the Purchaser as follows:

             3.1  Organization  and  Standing.     The   Company  is   a
   corporation duly  organized, validly  existing and  in good  standing
   under the  laws  of the  State  of Delaware.    The Company  is  duly
   qualified to do  business as  a foreign  corporation and  is in  good
   standing in any jurisdiction in which the failure to so qualify would
   have a material adverse effect  on the business, properties,  assets,
   operations or condition (financial or otherwise) of the Company.

             3.2  Capitalization.  The authorized  capital stock of  the
   Company at  the Closing  will consist  of  (a) 50,000,000  shares  of
   common stock, $.01 par  value per share,  of which 13,935,007  shares
   were issued and outstanding  as of the close  of business on  October
   13, 1998, and (b) 2,000,000 shares of Preferred Stock, $.01 par value
   per share,  none of  which are  issued or  outstanding.   All of  the
   issued and outstanding shares  of capital stock  of the Company  have
   been duly  authorized  and validly  issued  and are  fully  paid  and
   nonassessable.  The Company  has not issued  or granted any  options,
   warrants or  other securities  exercisable  for or  convertible  into
   capital stock of the Company, except pursuant to the employee  and/or
   director stock plans described in, or as otherwise disclosed in,  the
  
                                 -2-
<PAGE>
   Company Reports  (as defined  in  Section 3.5  below).   All  of  the
   Shares, and all of the shares of Common Stock issued upon exercise of
   the  Warrants  (the  "Warrant  Shares"),  will  be,  when  issued  in
   accordance with this Agreement or the  Warrants, as the case may  be,
   duly authorized, validly issued, fully paid and nonassessable.

             3.3  Authorization of  Transaction.   The Company  has  all
   requisite power and authority to  execute and deliver this  Agreement
   and to perform its obligations hereunder.  The execution and delivery
   of this  Agreement  by  the  Company  and  the  consummation  of  the
   transactions contemplated hereby  by the Company  have been duly  and
   validly authorized by all necessary corporate  action on the part  of
   the Company.   The  issuance,  sale and  delivery  of the  Shares  in
   accordance with this Agreement, and the issuance and delivery of  the
   shares of Common Stock issuable upon  exercise of the Warrants,  have
   been duly authorized by all necessary corporate action on the part of
   the Company,  and  all  such  shares  have  been  duly  reserved  for
   issuance.   This Agreement  has been  duly and  validly executed  and
   delivered  by  the  Company  and  constitutes  a  valid  and  binding
   obligation of the Company, enforceable against it in accordance  with
   its terms.

             3.4  Noncontravention.  Neither the execution and  delivery
   of this Agreement by the Company, nor the consummation by the Company
   of the transactions  contemplated hereby, will  (a) conflict with  or
   violate any provision of the Certificate of Incorporation or  By-laws
   of the Company,  (b) require on  the part of  the Company any  filing
   with,  or  permit,  authorization,   consent  or  approval  of,   any
   governmental  entity,  (c)  conflict  with,  result  in  breach   of,
   constitute a default under, or require any notice, consent or  waiver
   under, any  contract,  agreement or  other  instrument to  which  the
   Company is a party or by which it is bound (other than any consent or
   waiver which has already  been obtained), or  (d) violate any  order,
   writ, injunction, decree, statute,  rule or regulation applicable  to
   the Company.

             3.5  Reports and  Financial Statements.   The  Company  has
   previously furnished or made available to the Purchaser complete  and
   accurate copies, as amended or supplemented, of its (i) Annual Report
   on Form 10-K for the fiscal  year ended September 30, 1997, as  filed
   with the Securities  and Exchange  Commission (the  "SEC"), (ii)  its
   Quarterly Reports on  Form 10-Q for  the quarter  ended December  31,
   1997, March 31, 1998 and June 30, 1998, as filed with the SEC,  (iii)
   its Current Report on Form 8-K dated November 14, 1997, as amended by
   a Form 8-K/A dated December 23, 1997, as filed with the SEC and  (iv)
   all other reports  or statements filed  by the Company  with the  SEC
   since  September   30,  1997   (such  reports   and  statements   are
   collectively referred  to  herein as  the  "Company Reports").    The
   Company Reports constitute all of the documents required to be  filed
   by the Company  under Section 13  of the Securities  Exchange Act  of
   1934, as amended (the "Exchange Act"),  with the SEC since  September
   30, 1997.  As of their respective dates, the Company Reports did  not
   contain any untrue statement  of a material fact  or omit to state  a
   material fact required to be stated therein or necessary to make  the
   statements therein, in  light of the  circumstances under which  they
   were made,  not misleading.   The  audited financial  statements  and
   unaudited interim financial statements of the Company included in the
   Company Reports (i) comply as to  form in all material respects  with

                                  -3-
<PAGE>
   applicable  accounting  requirements  and  the  published  rules  and
   regulations of the SEC with respect thereto, (ii) have been  prepared
   in accordance with generally  accepted accounting principles  applied
   on a consistent basis throughout the periods covered thereby  (except
   as may be indicated therein or in the notes thereto, and in the  case
   of quarterly financial  statements, as permitted  by Form 10-Q  under
   the Exchange Act),  (iii) fairly present  the consolidated  financial
   condition, results of operations and cash flows of the Company as  of
   the respective dates thereof and for the periods referred to therein,
   and (iv) are consistent with the books and records of the Company.

             3.6  Absence  of  Material  Adverse  Changes.    Except  as
   disclosed by the Company to the  Purchaser prior to the date  hereof,
   since June 30, 1998, there has  not been any material adverse  change
   in the assets, business, financial condition or results of operations
   of the Company.

             3.7  Litigation.  Except as may be disclosed in the Company
   Reports, there  is no  action, suit  or proceeding,  or  governmental
   inquiry or investigation, pending, or, to  the best of the  Company's
   knowledge, following reasonable inquiry, any threat thereof,  against
   the Company, which questions  the validity of  this Agreement or  the
   right of the Company to enter into it, or which might result,  either
   individually or in the aggregate, in  any material adverse change  in
   the assets, business, financial condition or results of operations of
   the Company.

             3.8  Compliance with Laws.  The Company, its properties and
   assets, and the operation of its business as currently conducted,  do
   not violate  any  law, rule  or  regulation applicable  to  them,  or
   violate any judgment, writ, injunction, decree or order of any court,
   governmental agency  or regulatory  body,  except for  any  violation
   which would not  reasonably be expected  to have  a material  adverse
   effect on the business,  properties, assets, operations or  condition
   (financial or otherwise) of the Company.

        4.   Representations of the Purchaser.  The Purchaser represents
   and warrants to the Company as follows:

             4.1  Organization  and  Standing.    The  Purchaser  is   a
   corporation duly  organized, validly  existing and  in good  standing
   under the laws of the State of Delaware.

             4.2  Authorization of Transaction.   The Purchaser has  all
   requisite power and authority to  execute and deliver this  Agreement
   and to perform its obligations hereunder.  The execution and delivery
   of this  Agreement  by the  Purchaser  and the  consummation  of  the
   transactions contemplated hereby by the Purchaser have been duly  and
   validly authorized by all necessary corporate  action on the part  of
   the Purchaser.  This Agreement has been duly and validly executed and
   delivered by  the  Purchaser  and constitutes  a  valid  and  binding
   obligation of  the Purchaser,  enforceable against  it in  accordance
   with its terms.

             4.3  Noncontravention.  Neither the execution and  delivery
   of this  Agreement by  the Purchaser,  nor  the consummation  by  the
   Purchaser of the transactions contemplated hereby, will (a)  conflict
   with or violate any provision of the Certificate of Incorporation  or

                                  -4-
<PAGE>
   By-laws of the Purchaser,  (b) require on the  part of the  Purchaser
   any filing with,  or permit, authorization,  consent or approval  of,
   any governmental  entity, (c)  conflict with,  result in  breach  of,
   constitute a default under, or require any notice, consent or  waiver
   under, any  contract,  agreement or  other  instrument to  which  the
   Purchaser is a party or by which it is bound (other than any  consent
   or waiver which has already been obtained), or (d) violate any order,
   writ, injunction, decree, statute,  rule or regulation applicable  to
   the Purchaser.

             4.4  Investment Matters.

             (1)  The  Purchaser  is  purchasing  the  Shares  and   the
   Warrants, and will purchase the Warrant  Shares, for its own  account
   for investment  only,  and  not  with  a view  to,  or  for  sale  in
   connection with, any distribution of such securities in violation  of
   the Securities Act of 1933, as amended (the "Securities Act"), or any
   rule or regulation under the Securities Act. 

             (2)  The Purchaser  has  had  such opportunity  as  it  has
   deemed adequate to  obtain from representatives  of the Company  such
   information as is necessary to permit  it to evaluate the merits  and
   risks of its investment in the Company. 

             (3)  The Purchaser has  sufficient experience in  business,
   financial and investment  matters to be  able to  evaluate the  risks
   involved in the purchase of the Shares, the Warrants and the  Warrant
   Shares and to make  an informed investment  decision with respect  to
   such purchase. 

             (4)  The Purchaser can afford a complete loss of the  value
   of the Shares and is  able to bear the  economic risk of holding  the
   Shares for an indefinite period. 

             (5)  The Purchaser understands that (i) neither the Shares,
   the Warrants nor the  Warrant Shares have  been registered under  the
   Securities Act  and  they  are  "restricted  securities"  within  the
   meaning of  Rule 144  under  the  Securities  Act,  (ii) neither  the
   Shares, the Warrants nor the Warrant Shares can be sold,  transferred
   or otherwise  disposed of  unless  they are  subsequently  registered
   under the Securities Act  or an exemption  from registration is  then
   available; (iii) in any event, the exemption from registration  under
   Rule 144 or otherwise may not be available for at least one year  and
   even then will not  be available unless the  terms and conditions  of
   Rule 144 are complied  with; and  (iv) there is  now no  registration
   statement on file  with the Securities  and Exchange Commission  with
   respect to the  Shares, the Warrants  or the Warrant  Shares and  the
   Company has  no  obligation or  current  intention to  register  such
   securities under the Securities Act. 

             (6)  A legend substantially  in the following  form may  be
   placed on the certificate representing  the Shares, the Warrants  and
   the Warrant Shares: 

   "The shares represented by this certificate have not been  registered
   under the Securities Act  of 1933, as amended,  and may not be  sold,
   transferred or otherwise disposed of in  the absence of an  effective
   registration statement  under  such  Act or  an  opinion  of  counsel

                                  -5-
<PAGE>
         Confidential Materials omitted and filed separately with
         the Securities and Exchange Commission.  Asterisks denote
         omissions.

   satisfactory to the corporation to the effect that such  registration
   is not required." 

             (7)  The Purchaser is an "accredited investor" as that term
   is defined  in  Rule  501  of  Regulation  D  promulgated  under  the
   Securities Act.

             (8)  During the  30-day  period immediately  preceding  the
   date of this Agreement, the Purchaser has not (i) bought or sold  any
   shares of  Common Stock  or  any "put"  or  "call" options  or  other
   derivative securities  with  respect thereto,  (ii) made  any  "short
   sales" of shares of Common  Stock or (iii) otherwise taken,  directly
   or indirectly, any action to manipulate or affect the market price of
   the Common Stock.

        5.   Covenants of the Company.

             5.1  Inspection.  So long as the  Purchaser (or any of  its
   Affiliates, as  defined  below) holds  at  least 25%  of  the  Shares
   originally issued pursuant to this  Agreement, the Company shall  (a)
   permit the Purchaser,  or any authorized  representative thereof,  to
   visit and  inspect  the  properties of  the  Company,  including  its
   corporate and  financial records,  and to  discuss its  business  and
   finances with  officers  of the  Company,  at least  twice  per  year
   following  reasonable   notice,   subject  to   the   confidentiality
   obligations of Section 9.2 hereof, and (b) provide the Purchaser,  as
   well as any  registered holder of  the Warrants, with  copies of  all
   reports filed by the  Company with the  SEC or otherwise  distributed
   generally to its stockholders.   For purposes  of this Agreement,  an
   "Affiliate" of a party means any  person or entity that controls,  is
   controlled by, or is under common control with, such party.

             5.2  Reservation  of  Common  Stock.    The  Company  shall
   reserve and maintain a  sufficient number of  shares of Common  Stock
   for issuance upon exercise of the Warrants.

        6.   Transfer of Securities.

             6.1  Restriction on Transfer.  The Purchaser may not  sell,
   transfer or otherwise  dispose of  any of  the Shares,  or any  other
   shares of  capital stock  of the  Company issued  in respect  of  the
   Shares   (as   a   result   of   stock   splits,   stock   dividends,
   reclassifications, recapitalizations, or similar events), without the
   prior written  consent of  the Company,  during the  ***  period
   following the date of this Agreement.  Notwithstanding the foregoing,
   this restriction on transfer shall terminate upon the consummation of
   (i) a  merger,  consolidation,  reorganization,  recapitalization  or
   tender offer involving the  Company, immediately following which  the
   individuals and entities who were the beneficial owners of the Common
   Stock  of  the   Company  immediately  prior   to  such   transaction
   beneficially own,  directly  or  indirectly, less  than  60%  of  the
   combined voting power of the then-outstanding securities entitled  to
   vote generally in  the election of  directors of the  Company or  the
   resulting or acquiring corporation in such transaction, (ii) the sale
   of all  or  substantially  all  of the  assets  of  the  Company,  or
   (iii) the acquisition by any of the companies listed on Exhibit C  to
   the Operating Agreement of  beneficial ownership (within the  meaning
   of Section 13(d) of the Securities Exchange Act of 1934) of shares of

                                  -6-
<PAGE>
         Confidential Materials omitted and filed separately with
         the Securities and Exchange Commission.  Asterisks denote
         omissions.
 
   common  stock  of  the  Company  representing  20%  or  more  of  the
   outstanding  common  stock  of   Spyglass  (a  "Spyglass  Change   in
   Control").

             6.2  Restricted Securities. 

             (1)  "Restricted Securities" means the Shares and any other
   shares of  capital stock  of the  Company issued  in respect  of  the
   Shares   (as   a   result   of   stock   splits,   stock   dividends,
   reclassifications, recapitalizations, or  similar events);  provided,
   however, that shares of Common Stock which are Restricted  Securities
   shall cease to be Restricted Securities (i) upon any sale pursuant to
   a registration statement  under the Securities  Act, Section 4(1)  of
   the Securities Act or Rule 144  under the Securities Act, or (ii)  at
   such time as they  become eligible for sale  under Rule 144(k)  under
   the Securities Act.

             (2)  Restricted Securities shall not be sold or transferred
   unless either (a)  they first shall  have been  registered under  the
   Securities Act, or (b)  the Company first  shall have been  furnished
   with an  opinion of  legal counsel,  reasonably satisfactory  to  the
   Company, to the effect that such sale or transfer is exempt from  the
   registration requirements of the Securities Act.

        7.   Indemnification. 

             7.1  Indemnification by  the Company.   The  Company  shall
   defend, indemnify and hold harmless the Purchaser, its Affiliates and
   each of their  respective employees, officers  and directors  against
   any losses,  claims,  damages or  liabilities  (including  reasonable
   attorneys' fees and  amounts paid in  settlement) to  which they  may
   become subject  as  a  result of  any  breach  by the  Company  of  a
   representation, warranty or covenant of the Company contained in this
   Agreement.  Any  party seeking  to assert  rights to  indemnification
   under  this  Section  7.1  shall  give  the  Company  prompt  written
   notification of  any  loss,  claim, damage  or  liability  for  which
   indemnification may be sought; shall give the Company the opportunity
   to assume the  defense of any  lawsuit or  other proceeding  relating
   thereto; and shall not settle or consent to an entry of judgment with
   respect to any such matter without  the prior written consent of  the
   Company, which consent shall not be unreasonably withheld.

             7.2  Survival.    The  indemnification  provided  in   this
   Section 7 shall survive the Closing and continue for a period of  ***
   thereafter.

        8.   Registration Rights.

             8.1  Definitions.  For purposes of this Section 8:

             (1)  "Eligible  Shares"  means  (i) the  Shares,   (ii) any
   shares of Common Stock  issued or issuable upon  the exercise of  the
   Warrants and (iii) any other shares of common stock issued in respect
   of any such  shares as  a result  of stock  splits, stock  dividends,
   reclassifications,  recapitalizations,  mergers  or  similar  events;
   provided, however, that shares which are Eligible Shares shall  cease
   to be Eligible Shares  upon (i) any sale  pursuant to a  registration
   statement under the Securities Act  or Rule 144 under the  Securities

                                  -7-
<PAGE>
   Act or (ii) becoming eligible for sale by the holder thereof pursuant
   to Rule 144(k) under the Securities Act.

             (2)  "Registration   Statement"   means   a    registration
   statement filed by the Company with the SEC for a public offering and
   sale  of  securities  of  the  Company  (other  than  a  registration
   statement on Form S-8 or Form S-4, or their successors, or any  other
   form for a  similar limited  purpose, or  any registration  statement
   covering only  securities  proposed  to be  issued  in  exchange  for
   securities or assets of another corporation).

             (3)  "Holder" means the  Purchaser or any  other person  or
   entity holding  or having  the right  to acquire  Eligible Shares  to
   which rights under this Section 8 are transferred in accordance  with
   Section 8.8.

             (4)  "Selling Stockholder"  means a  Holder whose  Eligible
   Shares are  included in  a Registration  Statement pursuant  to  this
   Section 8.

             8.2  Registration of Eligible Sharesof Eligible Shares.  

             (1)  At any time after the first anniversary of the Closing
   Date, or upon a Spyglass Change in Control, Holders may submit to the
   Company a written request (a "Registration Request") that the Company
    file a  Registration Statement  under  the Securities  Act  covering
   Eligible Shares held  by them  which represent  at least  20% of  the
   Eligible Shares  then  outstanding (or  a  lesser percentage  if  the
   anticipated aggregate offering price,  net of underwriting  discounts
   and commissions, would exceed  $500,000).  Such Registration  Request
   shall state the intended manner of sale or other disposition of  such
   Eligible Shares (including  whether such  Eligible Shares  are to  be
   sold in an underwritten offering).  Within 10 days after receipt of a
   Registration Request, the Company shall  give written notice of  such
   proposed registration to all  Holders.  Such  Holders shall have  the
   right to have included in such  Registration Statement such of  their
   Eligible Shares  as such  Holders may  request  in a  written  notice
   delivered to  the  Company  within  20  days  after  receipt  of  the
   Company's notice referred  to in  the preceding  sentence.   Promptly
   following the expiration of such 20-day period, the Company shall use
   its best efforts to effect, as  expeditiously as possible and in  any
   event within 90 days after the expiration of such 20-day period,  the
   registration under the  Securities Act of  all Eligible Shares  which
   the Company has been requested to so register, in order to permit the
   public sale  or other  disposition of  such  Eligible Shares  in  the
   manner specified in the Registration Request.

             (2)  Whenever the Company proposes to file, after the first
   anniversary of the  Closing Date, a  Registration Statement  covering
   shares of its Common Stock (other than a Registration Statement filed
   pursuant to  Section 8.2(a)), it  will, prior  to such  filing,  give
   written notice to all Holders of its intention to do so, which notice
   shall state whether such the shares to be offered by the Company  are
   to be sold in an underwritten offering.  Such Holders shall have  the
   right to have included in such  Registration Statement such of  their
   Eligible Shares  as such  Holders may  request  in a  written  notice
   delivered to  the  Company  within  20  days  after  receipt  of  the
   Company's notice referred to in  the preceding sentence. The  Company

                                  -8-
<PAGE>
   shall use  its best  efforts to  effect  the registration  under  the
   Securities Act  of all  Eligible Shares  which the  Company has  been
   requested to so register, in order to permit the public sale or other
   disposition of such Eligible  Shares in the  manner specified in  the
   notice by  the Company  to such  Holders; provided  that the  Company
   shall have  the  right  to  postpone  or  withdraw  any  registration
   effected pursuant to  this Section 8.2(b) without  obligation to  any
   Holder.

             (3)     If  any  registration  effected  pursuant  to  this
   Section 8.2 relates to an underwritten offering

                  (1)  any Holder  including  Eligible  Shares  in  such
                       registration shall, as  a condition to  including
                       their Eligible Shares in such registration, agree
                       to  be  bound  by  the  terms  and   restrictions
                       relating to  such offering,  as required  by  the
                       underwriters; and

                  (2)  notwithstanding  any  other  provision  of   this
                       Section 8, if the managing underwriter determines
                       that the inclusion  in such  registration of  all
                       Eligible Shares requested to be registered  under
                       this Section 8.2 would jeopardize the success  of
                       the offering, the Company may limit the number of
                       shares  of  Common   Stock  (including   Eligible
                       Shares) to be  included in  such registration  by
                       selling stockholders,  with  the number  of  such
                       shares of Common Stock (if any) included in  such
                       registration   allocated   among   all    selling
                       stockholders    requesting    registration     in
                       proportion, as  nearly  as  practicable,  to  the
                       respective number of shares of Common Stock  held
                       by such selling stockholders.

             (4)  Notwithstanding   the   other   provisions   of   this
   Section 8.2,  the  Company  shall  not  be  required  to  effect  the
   registration under the Securities Act of Eligible Shares requested by
   the Holder thereof to be registered pursuant to this Section 8.2  if,
   at the  time  of  such  request, all  such  Eligible  Shares  may  be
   immediately sold  by  such Holder  pursuant  to Rule  144  under  the
   Securities Act without exceeding the volume limitations in  paragraph
   (e) of Rule 144.

             8.3  Registration Procedures.  If and whenever the  Company
   is required  by the  provisions of  this Section 8  to use  its  best
   efforts to effect the registration of  any Eligible Shares under  the
   Securities Act, the Company shall: 

             (1)  prepare and file with the SEC a Registration Statement
   with respect to  such Eligible  Shares and  use its  best efforts  to
   cause that Registration Statement to become effective; 

             (2)  prepare and  file  with  the SEC  any  amendments  and
   supplements  to  such  Registration  Statement  and  the   prospectus
   included in such Registration Statement as may be necessary to comply
   with the provisions of the  Securities Act (including the  anti-fraud
   provisions thereof) and to keep such Registration Statement effective

                                  -9-
<PAGE>
   for 120  days from  the effective  date or  until all  such  Eligible
   Shares covered thereby have been sold; 

             (3)  subject to  the provisions  of Section 8.4,  upon  the
   happening of any event which  results in such Registration  Statement
   containing an  untrue statement  of a  material fact  or omitting  to
   state a  material fact  required to  be stated  therein, the  Company
   shall promptly notify the Selling Stockholders of such occurrence and
   shall prepare  and file  with the  SEC,  as promptly  as  practicable
   thereafter, a supplement or amendment to such Registration  Statement
   so that it will not contain  any untrue statement of a material  fact
   or omit to  state a material  fact necessary to  make the  statements
   therein not misleading.  If the Company has delivered preliminary  or
   final prospectuses to the Selling Stockholders and after having  done
   so the  prospectus  is  amended  or  supplemented  pursuant  to  this
   paragraph, the Company shall promptly notify the Selling Stockholders
   and, if  requested by  the Company,  the Selling  Stockholders  shall
   immediately cease  making  offers  or  sales  of  shares  under  such
   Registration Statement and return all  prospectuses to the Company.  
   The Company  shall promptly  provide  the Selling  Stockholders  with
   revised  prospectuses   and,  following   receipt  of   the   revised
   prospectuses, the Selling Stockholders shall be free to resume making
   offers and sales under such Registration Statement;

             (4)  furnish to  each Selling  Stockholder such  reasonable
   numbers of  copies  of  the  Prospectus,  including  any  preliminary
   Prospectus, in  conformity with  the requirements  of the  Securities
   Act;  

             (5)  use its  best  efforts  to  register  or  qualify  the
   Eligible Shares  covered by  such  Registration Statement  under  the
   securities  or  Blue  Sky  laws  of   such  states  as  the   Selling
   Stockholders shall reasonably  request, provided,  however, that  the
   Company shall not be required in  connection with this paragraph  (e)
   to qualify as a foreign corporation  or execute a general consent  to
   service of process in any jurisdiction; 

             (6)  as   expeditiously   as    possible   following    the
   effectiveness of such Registration  Statement, notify each seller  of
   such Eligible Shares of  any request by the  SEC for the amending  or
   supplementing of such Registration Statement or Prospectus; and

             (7)  in the case of  an underwritten offering, furnish,  at
   the request  of any  Holder, on  the date  such Eligible  Shares  are
   delivered to  the  underwriters  for sale  in  connection  with  such
   Registration Statement pursuant to this Section 8, (i) an opinion  of
   counsel  representing   the  Company   for   the  purpose   of   such
   registration, addressed to the underwriters, dated such date, in form
   and substance customarily  given by company  counsel in  underwritten
   public offerings, and  (ii) a letter from  the independent  certified
   public accountants  of the  Company, dated  such  date, in  form  and
   substance  customarily   given   by  independent   certified   public
   accountants in underwritten public offerings.

                                 -10-
<PAGE>
   8.4  Limitations  on  Registration  Rightson   Registration Rights. 

             (1)  The Company shall not be required to effect more  than
   three registrations pursuant to Section  8.2(a) above.  In  addition,
   the Company shall not be required to file any Registration  Statement
   under Section 8.2 within the earlier to  occur of (i) 180 days  after
   the filing  of any  other Registration  Statement by  the Company  or
   (ii) 120 days  after the  effective date  of any  other  Registration
   Statement filed by the Company.

             (2)  The Company  may, by  written  notice to  the  Holders
   whose Eligible  Shares  are included  or  are  to be  included  in  a
   Registration Statement  pursuant to  Section 8.2,  (i) delay  (for  a
   period not to  exceed 90 days)  the filing or  effectiveness of  such
   Registration Statement or (ii) suspend (for a period not to exceed 90
   days) such  Registration Statement  after effectiveness  and  require
   that the Selling Stockholders immediately cease (for a period not  to
   exceed 90  days)  sales  of  shares  pursuant  to  such  Registration
   Statement, in the event that (A)  the Company is preparing to file  a
   Registration Statement  with the  SEC for  a public  offering of  its
   securities, subject to the rights of the Holders to include  Eligible
   Shares in such registration statement, as provided in Section 8.2, or
   (B) the  Company  is  engaged  in  any  activity  or  transaction  or
   preparations or negotiations for any activity or transaction and  the
   Board of Directors of the Company  determines in good faith that  the
   filing of  such  Registration  Statement (or  the  public  disclosure
   required as a result thereof) would have a material adverse effect on
   such activity  or transaction,  or the  preparations or  negotiations
   therefor. 

             (3)  If the  Company  delays  or  suspends  a  Registration
   Statement or requires Selling Stockholders  to cease sales of  shares
   pursuant to paragraph (b)  above, the Company  shall, as promptly  as
   practicable following  the  termination  of  the  circumstance  which
   entitled the Company to do so, take such actions as may be  necessary
   to file or reinstate the effectiveness of such Registration Statement
   and/or give written  notice to all  Selling Stockholders  authorizing
   them to resume sales pursuant to such Registration Statement.  If  as
   a  result  thereof  the  prospectus  included  in  such  Registration
   Statement has been  amended to comply  with the  requirements of  the
   Securities Act,  the Company  shall enclose  such revised  prospectus
   with the  notice  to  Selling Stockholders  given  pursuant  to  this
   paragraph (c), and the Selling Stockholders  shall make no offers  or
   sales of shares pursuant to such Registration Statement other than by
   means of such revised prospectus.

             8.5  Requirements   of   Selling   Stockholdersof   Selling
   Stockholders.  

             (1)  The Company  shall  not  be required  to  include  any
   Eligible Shares  in  a  Registration  Statement  unless  the  Selling
   Stockholder owning such  shares furnishes to  the Company in  writing
   such information regarding such Selling Stockholder and the  proposed
   sale of Eligible Shares  by such Selling  Stockholder as the  Company
   may  reasonably   request  in   writing  in   connection  with   such
   Registration  Statement  or  as  shall  be  required  in   connection
   therewith by the SEC or any state securities law authorities. 

                                 -11-
<PAGE>
             (2)  Each Holder shall:

                  (1)  indemnify the Company and  each of its  directors
   and officers against, and hold the Company and each of its  directors
   and officers harmless from, any losses, claims, damages, expenses  or
   liabilities  (including  reasonable  attorneys  fees)  to  which  the
   Company or such directors and officers  may become subject by  reason
   of any  statement or  omission in  a Registration  Statement made  in
   reliance upon, or in  conformity with, written information  furnished
   by such Holder pursuant to this Section 8.5; and

                  (2)  report to the  Company sales made  pursuant to  a
   Registration Statement.

             8.6  Indemnification.  The Company agrees to indemnify  and
   hold harmless each  Selling Stockholder,  each of  its directors  and
   officers, any other person  who controls (within  the meaning of  the
   Securities Act or the Securities Exchange  Act of 1934) such  Selling
   Stockholder,  and  any  underwriter  for  such  Selling  Stockholder,
   against any losses, claims, damages, expenses or liabilities to which
   they may become subject by reason of any untrue statement or  alleged
   untrue statement  of  a material  fact  contained in  a  Registration
   Statement or any omission or alleged omission to state therein a fact
   required to be  stated therein or  necessary to  make the  statements
   therein not misleading, or any violation or alleged violation of  law
   by the Company in  connection with the  registration of the  Eligible
   Shares of such  Selling Stockholder, except  insofar as such  losses,
   claims, damages, expenses or  liabilities arise out  of or are  based
   upon information  furnished to  the  Company by  or  on behalf  of  a
   Selling Stockholder  for  use  in  such  Registration  Statement.  In
   addition, the Company shall reimburse any such indemnified party  for
   any legal or other expenses reasonable incurred by them in connection
   with investigating  or defending  any such  losses, claims,  damages,
   expenses or liabilities.  The Company shall have the right to  assume
   the defense and settlement of any claim or suit for which the Company
   may be responsible for indemnification under this Section 8.6.

             8.7  Expenses.  The Company will pay all expenses  incurred
   by the Company in complying  with this Agreement, including,  without
   limitation, all  registration and  filing fees  with the  SEC or  the
   National Association of Securities Dealers, Inc., state Blue Sky fees
   and expenses, printing expenses, and the fees and expenses of counsel
   and  auditors  for  the   Company,  but  excluding   (i) underwriting
   discounts and  selling  commissions applicable  to  the sale  of  the
   Eligible Shares and  (ii) the fees and  expenses of  counsel for  the
   Selling Stockholders.

             8.8  Assignment of Rightsof Rights.  The Purchaser may  not
   assign any of its  rights under this  Section 8 except in  connection
   with the  transfer  of at  least  20%  of the  Eligible  Shares  then
   outstanding, provided  that,  prior  to  the  effectiveness  of  such
   assignment, such  transferee  must  agree  in  a  written  instrument
   delivered to  the Company  to  be bound  by  the provisions  of  this
   Section 8.

        9.   Miscellaneous.
                              
                                 -12-
<PAGE>
   9.1  Successors and  Assigns.    This  Agreement,  and  the
   rights and obligations  of the  parties hereunder,  shall be  binding
   upon their successors and assigns.

             9.2  Confidentiality.  The  Purchaser agrees  that it  will
   keep confidential and will not disclose or divulge any  confidential,
   proprietary or secret information which the Purchaser may obtain from
   the Company  pursuant  to  financial statements,  reports  and  other
   materials submitted by the Company to the Purchaser pursuant to  this
   Agreement, or  pursuant to  visitation or  inspection rights  granted
   hereunder,  unless  such   information  is  known,   or  until   such
   information becomes known, to the public; provided, however, that the
   Purchaser  may  disclose  such  information  (i)  to  its  attorneys,
   accountants,  consultants  and  other  professionals  to  the  extent
   necessary to obtain their services in connection with its  investment
   in the Company, (ii) to any prospective purchaser of any Shares  from
   the Purchaser as long as such prospective purchaser agrees in writing
   to be  bound by  the provisions  of  this Section,  or (iii)  to  any
   Affiliate of the Purchaser; subject to the agreement of such party to
   keep such information confidential as set forth herein.

             9.3  Survival of Representations, Warranties and Covenants.
    All representations and  warranties contained  herein shall  survive
   the execution  and delivery  of this  Agreement and  the Closing  and
   continue for a period of two years after the Closing.  All  covenants
   shall survive  indefinitely, except  as  limited in  accordance  with
   their terms.

             9.4  Notices.  All notices,  requests, consents, and  other
   communications under this Agreement  shall be in  writing and in  the
   English language, and shall be delivered by any lawful means, to  the
   following address:

        If to  the Company,  at Spyglass,  Inc., One  Cambridge  Center,
   Cambridge, Massachusetts  02142, Attn: Chief Financial Officer, or at
   such other address or addresses as may have been furnished in writing
   by the Company to the Purchaser; or

        If  to  the  Purchaser,   at  101  Tournament  Drive,   Horsham,
   Pennsylvania  19044,   Attn:  Executive   Vice  President,   Business
   Development, with a  copy to the  Senior Vice  President and  General
   Counsel, or  at such  other address  or addresses  as may  have  been
   furnished in writing by the Purchaser to the Company.

        Any such notices,  requests, consents  and other  communications
   shall be deemed delivered upon receipt by the addressee.

             9.5  Entire Agreement.  This Agreement embodies the  entire
   agreement and understanding between  the parties hereto with  respect
   to the subject matter hereof and supersedes all prior agreements  and
   understandings relating to such subject matter.

             9.6  Amendments and Waivers.  Except as otherwise expressly
   set forth  in this  Agreement,  any term  of  this Agreement  may  be
   amended and  the observance  of any  term of  this Agreement  may  be
   waived (either  generally  or in  a  particular instance  and  either
   retroactively or  prospectively), with  the  written consent  of  the
   Company and  the Purchaser.   Any  amendment  or waiver  effected  in

                                 -13-
<PAGE>
   Accordance with this Section 9.6 shall be binding upon each holder of
   any Shares (including shares of Common  Stock into which such  Shares
   have been converted), each future holder  of all such securities  and
   the Company.  No waivers of  or exceptions to any term, condition  or
   provision of this Agreement, in any  one or more instances, shall  be
   deemed to be, or construed as, a further or continuing waiver of  any
   such term, condition or provision.

             9.7  Counterparts.  This Agreement  may be executed in  one
   or more  counterparts,  each  of  which shall  be  deemed  to  be  an
   original, but all of which shall be one and the same document.

             9.8  Severability.  The  invalidity or unenforceability  of
   any provision  of this  Agreement shall  not affect  the validity  or
   enforceability of any other provision of this Agreement.

             9.9  Costs and  Expenses.   Except as  provided in  Section
   8.7, all costs  and expenses (including  without limitation fees  and
   expenses of attorneys,  brokers, agents or  finders) incurred by  any
   Party  in  connection  with  this  Agreement  and  the   transactions
   contemplated hereby shall be paid by  the party incurring such  costs
   and expenses, whether  or not the  transactions contemplated by  this
   Agreement are consummated.

             9.10 Titles.  The  section headings of  this Agreement  are
   for convenience  of reference  only and  shall not  be considered  in
   construing this Agreement.

             9.11 Cooperation.   Each Party  shall, at  the request  and
   expense of  the  other Party,  at  any time  and  from time  to  time
   following the execution of this Agreement, execute and deliver to the
   other  Party  such   further  instruments  and   take  such   further
   administrative and ministerial actions as may be reasonably necessary
   or  appropriate  to  carry  out  the  purposes  and  intent  of  this
   Agreement.

             9.12 No Third Party  Beneficiaries.   Nothing expressed  or
   implied in this Agreement  or shall be construed  to confer upon  any
   person or  entity,  other  than  the  Parties  and  their  respective
   successors and permitted assigns, any rights or remedies under or  in
   connection with this Agreement.

             9.13 Governing Law.   This Agreement shall  be governed  by
   and construed in accordance with the laws of the State of Delaware.

             [Remainder of Page Intentionally Left Blank]
                              -14-
<PAGE>

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

                                                                  
                                    SPYGLASS, INC.

                                    By:  /s/ Michael F. Tyrrell

                                                               
                                  

                                    GENERAL INSTRUMENT CORPORATION


                                    By: /s/ Richard C. Smith

                                    Richard C. Smith
                                    (print name and title)

<PAGE>                                  

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

                                                               EXHIBIT A

   THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
   EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
               TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT          
     


   Date of Issuance: October 19, 1998      Number of Shares: ***
                                      (subject to adjustment)



                              SPYGLASS, INC.

                       Common Stock Purchase Warrant


        Spyglass, Inc.,  a  Delaware corporation  (the  "Company"),  for
   value received, hereby certifies that General Instrument  Corporation
   (the "Registered Holder") is entitled, subject to the terms set forth
   below, to purchase from the Company, at any time or from time to time
   on or after the date of issuance and on or before 5:00 p.m.  (Boston,
   Massachusetts time) on  the Expiration Date  (as defined below),  ***
   shares of Common Stock, $.01 par value per share, of the Company,  at
   a purchase  price of  *** per  share.   The shares  purchasable  upon
   exercise of this Warrant, and the  purchase price per share, each  as
   adjusted from  time  to  time pursuant  to  the  provisions  of  this
   Warrant, are hereinafter referred to as the "Warrant Shares" and  the
   "Purchase Price,"  respectively.   The "Expiration  Date" shall  mean
   December 31, 2003, or (if applicable) such later date as is  provided
   for in Section 1(c) below.

        1.  Vesting Schedule.

             (a) This Warrant will  become exercisable  ("vest") as  to
   all of the Warrant Shares on October 1, 2003.

             (b) Notwithstanding the foregoing  vesting schedule,  this
   Warrant shall  become immediately  vested in  full on  the date  (the
   "Acceleration Date") 10 days following the date (if any) on which the
   Registered Holder  has  paid  to the  Company  (or  a  subsidiary  or
   affiliate (as  defined  in  Rule 405  under  the  Securities  Act  of
   1933) of the Company) an aggregate of *** under the Digital  Software
   Integration Center Sourcing Agreement dated October 19, 1998  between
   the Company and the Registered Holder (the "Sourcing Agreement").

             (c) In the  event  that any  of  the companies  listed  on
   Exhibit C to the Operating Agreement  dated October 19, 1998  between
   the Company,  the  Registered Holder  and  Spyglass DSIC,  Inc.  (the
   "Operating  Agreement")  acquire  beneficial  ownership  (within  the
   meaning of Section 13(d) of the  Securities Exchange Act of 1934)  of
   shares of Common Stock of the Company representing 20% or more of the
   outstanding Common Stock of the Company and either (i) the Registered
   Holder exercises its  right to  terminate the  Sourcing Agreement  or
   (ii) the Registered  Holder exercises its  purchase option under  the
   Operating Agreement, this Warrant shall become immediately vested  in
   full.

<PAGE>
             (d) In the event  of the acceleration  of vesting of  this
   Warrant under Section 1(b) or 1(c)  above, the Expiration Date  shall
   be the later of December 31, 2003 and the date three years  following
   the Acceleration Date.

        2.  Exercise.

             (a) This  Warrant  may  be  exercised  by  the  Registered
   Holder, in whole or in part,  by surrendering this Warrant, with  the
   purchase form  appended hereto  as Exhibit I  duly executed  by  such
   Registered Holder, at the principal office of the Company, or at such
   other office or agency as the  Company may designate, accompanied  by
   payment in  full,  in lawful  money  of  the United  States,  of  the
   Purchase Price payable  in respect of  the number  of Warrant  Shares
   purchased upon such exercise.

             (b) Each exercise of this Warrant shall be deemed to  have
   been effected immediately prior to the  close of business on the  day
   on which this Warrant shall have  been surrendered to the Company  as
   provided in Section 2(a) above.  At such time, the person or  persons
   in whose name or names any  certificates for Warrant Shares shall  be
   issuable upon such exercise as  provided in Section 2(c) below  shall
   be deemed  to have  become the  holder or  holders of  record of  the
   Warrant Shares represented by such certificates.

             (c) As soon  as practicable  after  the exercise  of  this
   Warrant in full or in part,  the Company, at its expense, will  cause
   to be issued in the name of, and delivered to, the Registered Holder,
   or as such  Holder (upon  payment by  such Holder  of any  applicable
   transfer taxes) may direct:

             (i)  a certificate or certificates  for the number of  full
   Warrant Shares to which the Registered Holder shall be entitled  upon
   such exercise plus,  in lieu  of any  fractional share  to which  the
   Registered Holder  would otherwise  be entitled,  cash in  an  amount
   determined pursuant to Section 4 hereof; and

             (ii)  in case such exercise is in  part only, a new  warrant
   or warrants (dated  the date hereof)  of like tenor,  calling in  the
   aggregate on the  face or  faces thereof  for the  number of  Warrant
   Shares equal (without giving effect to any adjustment therein) to the
   number of such shares  called for on the  face of this Warrant  minus
   the number of  such shares purchased  by the  Registered Holder  upon
   such exercise.

             (d) The Company shall be responsible for any and all taxes
   arising from the granting and/or exercise of this Warrant (other than
   taxes on  the  transfer of  this  Warrant or  on  the income  of  the
   Registered Holder), including,  but not limited  to, all  documentary
   and stamp taxes.
<PAGE>
        3.  Antidilution Provisions.

             3.1  Adjustment of Number of Shares Purchasable.  Upon  any
   adjustment of the Purchase Price as  provided in Section 3.2(a),  the
   Registered Holder shall  thereafter be entitled  to purchase, at  the
   Purchase Price resulting from such adjustment, the number of  Warrant
   Shares (calculated to  the nearest 1/100th  of a  share) obtained  by
   multiplying the Purchase  Price in effect  immediately prior to  such
   adjustment by  the number  of  Warrant Shares  purchasable  hereunder
   immediately prior to such adjustment and dividing the product thereof
   by the Purchase Price resulting from such adjustment.

             3.2  Adjustment of  Purchase  Price.   The  Purchase  Price
   shall be subject to adjustment from  time to time as hereinafter  set
   forth.

                  (a)  Stock Dividends, Subdivisions and Combinations.  
   In the event that the Company subsequent to the date hereof shall:

                       (i)  declare  a  dividend   upon,  or  make   any
   distribution in  respect of,  any of  its  Common Stock,  payable  in
   Common Stock, Convertible Securities or Stock Purchase Rights, or

                       (ii) subdivide its outstanding  shares of  Common
   Stock into a larger number of shares of Common Stock, or

                       (iii)     combine  its   outstanding  shares   of
   Common Stock into a smaller number of shares of Common Stock,
   then the Purchase Price shall be adjusted to that price determined by
   multiplying the Purchase Price per share of Common Stock  immediately
   prior to such event by a fraction (A) the numerator of which shall be
   the total number of outstanding shares of Common Stock of the Company
   immediately prior  to such  event and  (B) the  denominator of  which
   shall be the total  number of outstanding shares  of Common Stock  of
   the Company  immediately after  such event.    For purposes  of  this
   Section 3.2, all shares of Common Stock issuable upon conversions  or
   exchanges of Convertible Securities  and exercises of Stock  Purchase
   Rights shall  be treated  as outstanding.   "Convertible  Securities"
   means  evidences   of  indebtedness,   shares  of   stock  or   other
<PAGE>
   Confidential  Materials  omitted  and   filed  separately  with   the
   Securities and Exchange Commission.  Asterisks denote omissions.

   securities which are  convertible into or  exchangeable for, with  or
   without payment of additional consideration, shares of Common  Stock,
   either immediately or  upon the arrival  of a specified  date or  the
   happenings of a specified event.   "Stock Purchase Rights" means  any
   warrants, options  or  other rights  to  subscribe for,  purchase  or
   otherwise acquire  any  shares of  Common  Stock or  any  Convertible
   Securities.

                  (b)  Issuance of Additional Shares  of Common Stock.  
   In the  event that  the Company  shall issue  or sell  any shares  of
   Common Stock after the date hereof for a consideration less than  ***
   of the then Fair Value (as defined below) per share immediately prior
   to such issue or sale, the Purchase Price in effect immediately prior
   to such issuance or sale shall  be adjusted by: multiplying the  then
   existing Purchase Price by a fraction  the numerator of which is  (A)
   the sum  of (1)  the number  of shares  of Common  Stock  outstanding
   immediately prior to such issue or sale multiplied by the Fair  Value
   per share of  Common Stock immediately  prior to such  issue or  sale
   plus (2) the consideration received by the Company upon such issue or
   sale, divided  by (B)  the total  number of  shares of  Common  Stock
   outstanding immediately after such issue or sale, and the denominator
   of  which  shall  be  the  Fair  Value  per  share  of  Common  Stock
   immediately prior to such issue or sale.

        The provisions of  this Subsection (b)  shall not  apply to  any
   shares of Common  Stock which are  distributed to  holders of  Common
   Stock pursuant  to  a stock  dividend  or subdivision  for  which  an
   adjustment is provided for under Subsection (a) of this Section  3.2.
    No adjustment  of  the  Purchase Price  shall  be  made  under  this
   Subsection upon the issuance of any shares of Common Stock which  are
   issued pursuant  to the  exercise of  any  Stock Purchase  Rights  or
   pursuant to the conversion or exchange of any Convertible  Securities
   if an adjustment shall previously have been made upon the issuance of
   such Stock  Purchase Rights  or  Convertible Securities  pursuant  to
   Subsection (a), (c) or (d) of this Section 3.2.

        For purposes of this Warrant, "Fair  Value" per share of  Common
   Stock means the following:

                  (i)  if the  Common  Stock  is listed  on  a  national
   securities exchange, the Nasdaq National Market or another nationally
   recognized exchange  or trading  system as  of the  date on  which  a
   determination of Fair Value is to  be made, the Fair Value per  share
   of Common Stock shall  be deemed to be  the last reported sale  price
   per share  of Common  Stock thereon  on the  trading day  immediately
   preceding such date; and

                  (ii)      if the  Common  Stock  is not  listed  on  a
   national securities exchange, the  Nasdaq National Market or  another
   nationally recognized exchange or  trading system as  of the date  on
   which a determination of Fair Value is to be made, the Fair Value per
   share of Common Stock shall be as agreed upon by the Company and  the
   Registered Holder.
<PAGE>
        Whenever the Company shall issue any of its Common Stock,  Stock
   Purchase Rights  or Convertible  Securities  as consideration  for  a
   merger, the purchase of stock or  assets from or similar  transaction
   with a bona  fide third  party, such shares  will be  deemed for  all
   purposes hereunder to be issued for Fair Value.

                  (c)  Issuance of Stock Purchase Rights.  In the  event
   that the Company shall  issue or sell any  Stock Purchase Rights  and
   the consideration per share for which  shares of Common Stock may  at
   any time thereafter  be issuable upon  exercise thereof  (or, in  the
   case of  Stock  Purchase  Rights  exercisable  for  the  purchase  of
   Convertible Securities, upon the subsequent conversion or exchange of
   such Convertible Securities) shall  be less than  the Fair Value  per
   share of Common Stock immediately prior to the issuance of such Stock
   Purchase Rights, the Purchase Price shall be adjusted as provided  in
   Subsection (b) of this Section 3.2 on the basis that (i) the  maximum
   number of shares of Common Stock issuable upon exercise of such Stock
   Purchase Rights (or upon conversion  or exchange of such  Convertible
   Securities following  such exercise)  shall be  deemed to  have  been
   issued as of the date of  the issuance of such Stock Purchase  Rights
   as hereinafter provided and (ii) the aggregate consideration received
   for such shares  of Common Stock  shall be deemed  to be the  minimum
   consideration received  or receivable  by the  Company in  connection
   with the issuance and exercise of such Stock Purchase Rights (or upon
   conversion or  exchange of  such Convertible  Securities).   For  the
   purposes of  this Subsection (c),  the date  as of  which such  Stock
   Purchase Rights shall be deemed to be issued shall be the earlier  of
   (A) the date on  which the Company shall  enter into a firm  contract
   for the issuance of  such Stock Purchase Rights,  or (B) the date  of
   actual issuance of such Stock Purchase Rights.

                  (d)  Issuance of Convertible Securities.  In the event
   that the Company shall issue or  sell any Convertible Securities  and
   the consideration per share for which  shares of Common Stock may  at
   any time  thereafter  be  issuable pursuant  to  the  terms  of  such
   Convertible Securities shall be less than the Fair Value per share of
   Common Stock immediately  prior to the  issuance of such  Convertible
   Securities, the  Purchase  Price shall  be  adjusted as  provided  in
   Subsection (b) of this Section 3.2 on the basis that (i) the  maximum
   number of  shares of  Common Stock  issuable upon  the conversion  or
   exchange of all such Convertible Securities  shall be deemed to  have
   been issued as of the date of issuance of such Convertible Securities
   as hereinafter provided and (ii) the aggregate consideration received
   for such shares of Common  Stock shall be deemed  to be equal to  the
   minimum consideration  received  or  receivable  by  the  Company  in
   connection with  the  issuance and  conversion  or exchange  of  such
   Convertible Securities.  For the purposes of this Subsection (d), the
   date as of which  such Convertible Securities shall  be deemed to  be
   issued shall be  the earlier  of (A) the  date on  which the  Company
   shall enter into a firm contract for the issuance of such Convertible
   Securities, or (B) the  date of actual  issuance of such  Convertible
   Securities.  No adjustment of the Purchase Price shall be made  under
   this Subsection upon the issuance of any Convertible Securities which
   are issued pursuant to the exercise of any Stock Purchase Rights,  if
   an adjustment shall previously  have been made  upon the issuance  of
   such Stock Purchase Rights pursuant to Subsection (c) of this Section
   3.2.
<PAGE>
                  (e)  Minimum Adjustment.  In the event any  adjustment
   of the Purchase Price pursuant to this Section 3.2 shall result in an
   adjustment of  less than  $.01 per  share of  Common Stock,  no  such
   adjustment shall be  made, but any  such lesser  adjustment shall  be
   carried forward and shall be made  at the time and together with  the
   next subsequent adjustment  which, together with  any adjustments  so
   carried forward, shall  amount to $.01  or more per  share of  Common
   Stock; provided, however,  that upon any  adjustment of the  Purchase
   Price pursuant to Subsection 3.2(a), the foregoing figure of $.01 per
   share (or  such  figure  last adjustment)  shall  be  proportionately
   adjusted and provided further that upon the exercise of this Warrant,
   the Company shall make all necessary adjustments (to the nearest .001
   of a  cent) not  theretofore made  to  the Purchase  Price up  to  an
   including the date upon which this Warrant is exercised.

                  (f)  Readjustment  of  Purchase   Price  and   Warrant
   Shares.  In the  event (i) the purchase  price payable for any  Stock
   Purchase Rights or Convertible  Securities referred to in  Subsection
   (c) or (d) above, (ii) the additional consideration, if any,  payable
   upon exercise of such Stock Purchase Rights or upon the conversion or
   exchange of such Convertible  Securities or (iii)  the rate at  which
   any Convertible Securities are  convertible into or exchangeable  for
   shares of Common Stock shall change, the Purchase Price in effect  at
   the time of such change shall forthwith be readjusted to the Purchase
   Price which would  have been in  effect at such  time had such  Stock
   Purchase Rights or Convertible  Securities provided for such  changed
   purchase price, additional consideration  or conversion rate, as  the
   case may be, at the time initially  granted, issued or sold.  On  the
   expiration of any such Stock Purchase Rights not exercised or of  any
   such Convertible Securities not converted or exchanged, the  Purchase
   Price then in  effect shall forthwith  be increased  to the  Purchase
   Price which would have been in effect at the time of such  expiration
   or  termination  had  such  Stock  Purchase  Rights  or   Convertible
   Securities never been issued.  No readjustment of the Purchase  Price
   pursuant to this Subsection (f) shall  have the effect of  increasing
   the  Purchase  Price  by  an  amount  in  excess  of  the  adjustment
   originally made to the Purchase Price  in respect of the issue,  sale
   or grant  of  the applicable  Stock  Purchase Rights  or  Convertible
   Securities.

                  (g)  Reorganization,        Reclassification        or
   Recapitalization of  Company.    In  the  event  of  (i) any  capital
   reorganization or reclassification or recapitalization of the capital
   stock of  the  Company  (other  than in  the  cases  referred  to  in
   Subsection (a) of  this Section  3.2), or  (ii) the consolidation  or
   merger of the Company with or into another corporation or the sale or
   transfer of all or substantially all of the assets of the Company  in
   which the Common Stock is converted into or exchanged for  securities
   or other property,  there shall  thereafter be  deliverable upon  the
   exercise of  this  Warrant  or any  portion  thereof  the  amount  of
   securities or property which  the holder of the  number of shares  of
   Common Stock which  would otherwise  have been  deliverable upon  the
   exercise of  this Warrant  or any  portion  thereof would  have  been
   entitled   to    receive    upon   such    capital    reorganization,
   reclassification, recapitalization,  consolidation, merger  or  sale,
   and at the same aggregate Purchase Price.
<PAGE>
             Prior to  and as  a condition  of the  consummation of  any
   transaction described in  the preceding sentence,  the Company  shall
   made  equitable,  written  adjustments  in  the  application  of  the
   provisions herein set forth with respect to the rights and  interests
   of the  Registered Holder  so that  the provisions  set forth  herein
   shall thereafter be applicable, as nearly as possible, in relation to
   any securities or other property thereafter deliverable upon exercise
   of this Warrant.  Any such adjustment shall be made by and set  forth
   in a  supplemental  instrument executed  by  the Company  and/or  the
   successor entity, as applicable, which agreement shall bind each such
   entity.

                  (h)  Other Dilutive Events.  If any event shall  occur
   as to which the other provisions  of this Section 3 are not  strictly
   applicable but as to which the  failure to make an adjustment of  the
   nature provided for in  this Section 3 would  not fairly protect  the
   purchase rights represented  by this Warrant  in accordance with  the
   essential intent and principles hereof, then, in each such case,  the
   Company shall appoint  a firm  of independent  public accountants  of
   recognized national standing  (which may be  the regular auditors  of
   the Company), which shall give their opinion as to the adjustment, if
   any, on a basis consistent with  the essential intent and  principles
   established  in  this  Section  3,  necessary  to  preserve,  without
   dilution, the  purchase rights  represented by  this Warrant.    Upon
   receipt of  such  opinion, the  Company  will promptly  mail  a  copy
   thereof to  the  Registered Holder  and  shall make  the  adjustments
   described therein.

                  (i)  Determination of Consideration.  For purposes  of
   this Section  3,  the consideration  received  or receivable  by  the
   Company for  the issuance,  sale, grant  or assumption  of shares  of
   Common  Stock,  Stock  Purchase  Rights  or  Convertible  Securities,
   irrespective of the accounting treatment of such consideration, shall
   be valued as follows:

                       (1)  Cash Payment.  In the case of cash, the  net
   amount received by the Company  before deduction of any  underwriting
   commissions or similar concessions paid or allowed by the Company.

                       (2)  Securities or Other Property.   In the  case
   of securities or other property, the fair market value as  determined
   in good faith by the Board of Directors of the Company; provided that
   a determination with  respect to any  securities for  which a  public
   trading market  exists shall  be based  upon the  most recent  public
   trading price of such securities.

                       (3)  Allocation Related to Common Stock.  In  the
   event shares of Common Stock are  issued or sold together with  other
   securities or other assets of the  Company for a consideration  which
   covers both,  the consideration  received  (computed as  provided  in
   clauses (1) and  (2) above)  shall be  allocable  to such  shares  of
   Common Stock as determined in good faith by the Board of Directors of
   the Company.
<PAGE>
                       (4)  Allocation Related to Stock Purchase  Rights
   and Convertible Securities.   In the  event that  any Stock  Purchase
   Rights or Convertible  Securities shall  be issued  or sold  together
   with other  securities  or  other assets  of  the  Company,  together
   comprising  one   integral   transaction   in   which   no   specific
   consideration  is  allocated   to  the  Stock   Purchase  Rights   or
   Convertible Securities, the consideration received shall be allocable
   to  such  Stock  Purchase   Rights  and  Convertible  Securities   as
   determined in good faith by the Board of Directors of the Company.

                       (5)  Dividends on Securities.  In the event  that
   the Company shall declare a dividend  or make any other  distribution
   upon any stock of  the Company (other than  Common Stock) payable  in
   either case in Common Stock, Convertible Securities or Stock Purchase
   Rights, such Common Stock,  Convertible Securities or Stock  Purchase
   Rights, as the case may be,  issuable in payment of such dividend  or
   distribution shall  be deemed  to have  been issued  or sold  without
   consideration.

                       (6)  Stock  Purchase   Rights   and   Convertible
   Securities.  The consideration for which shares of Common Stock shall
   be deemed to be issued upon the issuance of any Stock Purchase Rights
   or Convertible Securities  shall be  determined by  dividing (i)  the
   total consideration, if any, received or receivable by the Company as
   consideration for the granting of such  Stock Purchase Rights or  the
   issuance of such Convertible  Securities, plus the minimum  aggregate
   amount of additional  consideration payable to  the Company upon  the
   exercise of such Stock Purchase Rights or the conversion or  exchange
   of such  Convertible Securities  or, in  the case  of Stock  Purchase
   Rights for Convertible  Securities, the minimum  aggregate amount  of
   additional consideration, if any, payable  upon the exercise of  such
   Stock  Purchase  Rights  and  the  conversion  or  exchange  of  such
   Convertible  Securities,   in   each  case   before   deducting   any
   underwriting commissions or  similar concessions paid  or allowed  by
   the Company, by  (ii) the maximum  number of shares  of Common  Stock
   issuable upon the exercise of such Stock Purchase Rights or upon  the
   conversion or exchange of such Convertible Securities.

                  (j)  Record Date.  In the event that the Company shall
   take a record of the holders of  the Common Stock for the purpose  of
   entitling them  (i)  to  receive a  dividend  or  other  distribution
   payable in  Common Stock,  Convertible Securities  or Stock  Purchase
   Rights or (ii) to subscribe for or purchase Common Stock, Convertible
   Securities or  Stock Purchase  Rights, then  all references  in  this
   Section 3 to the date of  the issue or sale  of the shares of  Common
   Stock deemed to have been issued or sold upon the declaration of such
   dividend or the making of such other distribution or the date of  the
   granting of such right of subscription  or purchase, as the case  may
   be, shall be deemed to be references to such record date. 

                  (k)  Shares Outstanding.    The number  of  shares  of
   Common Stock deemed  to be outstanding  at any given  time shall  not
   include (i) shares of Common Stock in the treasury of the Company  or
   owned by any wholly-owned subsidiary of  the Company and (ii)  except
   where shares are described on a "fully diluted basis" or in a similar
   manner, any of the Warrant Shares.
<PAGE>
                  (l)  Maximum Purchase  Price.   At no  time shall  the
   Purchase Price per share of Common Stock exceed the amount set  forth
   in the  first  paragraph  of the  preamble  of  this  Warrant  except
   pursuant to adjustments  made pursuant to  Subsection (a)  or (g)  of
   this Section 3.2.

                  (m)  Application.    Except   as  otherwise   provided
   herein, all Subsections of this Section  3.2 are intended to  operate
   independently of one another, but without  duplication.  If an  event
   occurs that requires the application of more than one Subsection, all
   applicable Subsections shall be  given independent effect;  provided,
   however, that  no  adjustment  shall  be  made  which  duplicates  an
   adjustment already made  pursuant to  some other  Subsection of  this
   Section 3. 

                  (n)  No  Adjustments  under  Certain  Circumstances.  
   Anything herein to  the contrary notwithstanding,  the Company  shall
   not be required to make any  adjustment of the Purchase Price in  the
   case of:

                       (i)  the  issuance  of  shares  of  Common  Stock
   pursuant to  a rights  offering in  which  the Registered  Holder  is
   granted  an  opportunity  to  participate  under  the  provisions  of
   Section 3.3.; or

                       (ii) the issuance of options or shares of  Common
   Stock  to  employees,  directors   or  consultants  pursuant  to   an
   employment agreement, a stock option agreement or a plan approved  by
   the Board of Directors of the Company.

             3.3  Rights Offering.    In  the event  the  Company  shall
   effect an offering of  Common Stock pro  rata among its  stockholders
   then the Registered Holder shall be entitled, at its option, to elect
   to participate in such offering as if this Warrant had been exercised
   and the Registered Holder were at the time of such rights offering  a
   holder of  that  number  of  shares of  Common  Stock  to  which  the
   Registered Holder is then entitled on the exercise hereof. 

             3.4  Certificates and Notices.

                  (a)  Adjustments  to   Purchase  Price.     Upon   any
   adjustment under this  Section 3 of  the number of  shares of  Common
   Stock purchasable upon exercise  of this Warrant  or of the  Purchase
   Price, a certificate, signed (i) by a Vice President or the Treasurer
   of the Company, or (ii) by  any independent firm of certified  public
   accountants of recognized national standing  selected by, and at  the
   expense of the Company (which may  be the Company's outside  auditing
   firm), setting forth  in reasonable detail  the events requiring  the
   adjustment and the method by which such adjustment was calculated and
   specifying the adjusted Purchase  Price and the  number of shares  of
   Common Stock  or other  property purchasable  upon exercise  of  this
   Warrant after giving effect  to such adjustment,  shall be mailed  to
   the Registered Holder. 

   The certificate  of any  independent  firm of  certified  public
   accountants of recognized national standing selected by the Board  of
   Directors  of  the  Company  shall  be  conclusive  evidence  of  the
   correctness of  any computation  made  under this  Section 3,  absent
   manifest error. 
<PAGE>
                  (b)  Extraordinary Corporate  Events.   In  the  event
   that the Company after the date  hereof shall propose to (i) pay  any
   dividend payable in stock to the holders of shares of Common Stock or
   to make any  other distribution to  the holders of  shares of  Common
   Stock (other than a stock split  effected by means of a Common  Stock
   dividend), (ii) offer to the holders of shares of Common Stock rights
   to subscribe for or purchase any shares of any class of stock or  any
   other rights or options or (iii)  effect any reclassification of  the
   Common Stock  (other than  a  reclassification involving  merely  the
   subdivision or combination of outstanding shares of Common Stock)  or
   any capital reorganization or any consolidation or merger (other than
   a merger in which no distribution of securities or other property  is
   to be  made to  holders of  shares  of Common  Stock), or  any  sale,
   transfer or  other disposition  of all  or substantially  all of  its
   assets, or the liquidation, dissolution or winding up of the Company,
   then, in each  such case, the  Company shall mail  to the  Registered
   Holder notice of such proposed action,  which shall specify the  date
   on which the stock  transfer books of the  Company shall close, or  a
   record shall be taken,  for determining the  holders of Common  Stock
   entitled to receive  such stock  dividends or  other distribution  or
   such rights or options, or the  date on which such  reclassification,
   reorganization,  consolidation,   merger,   sale,   transfer,   other
   disposition, liquidation, dissolution or winding up shall take  place
   or commence, as  the case  may be, and  the date  as of  which it  is
   expected that holders of Common Stock of record shall be entitled  to
   receive securities or other property deliverable upon such action, if
   any such date is  to be fixed.   Such notice shall  be mailed in  the
   case of any action covered  by clause (i) or  (ii) above at least  10
   days prior to the record date for determining holders of Common Stock
   for purposes of receiving  such payment or offer,  or in the case  of
   any action covered by  clause (iii) above at  least 30 days prior  to
   the date upon which such action takes place and 20 days prior to  any
   record date to determine holders of Common Stock entitled to  receive
   such securities or other property. 

                  (c)  Effect  of  Failure.     Failure   to  file   any
   certificate or notice  or to mail  any notice, or  any defect in  any
   certificate or notice pursuant to  this Section 3.4 shall not  affect
   the legality or validity of the  adjustment of the Purchase Price  or
   the number of shares  purchasable upon exercise  of this Warrant,  or
   any transaction giving rise thereto. 

        13.  Fractional Shares.  The Company shall not be required  upon
   the exercise  of this  Warrant to  issue any  fractional shares,  but
   shall make an adjustment  therefor in cash on  the basis of the  fair
   market value per share of Common  Stock, as determined in good  faith
   by the Board of Directors of the Company.

        14.  Transfer Restrictions.

             14.1 This Warrant may  not be sold  or transferred  without
   the prior  written  consent  of  the  Company,  which  shall  not  be
   unreasonably withheld; provided that the Company's consent shall  not
   be required in the event of the  sale of all or substantially all  of
   the assets of the Registered Holder.  Any permitted transfer shall be
   effected by surrendering this Warrant, along with a properly executed
   assignment, at the principal office of the Company.
<PAGE>
             14.2 The Warrant  Shares may  not  be sold  or  transferred
   unless either (i) they  first shall  have been  registered under  the
   Securities Act of 1933, as amended  (the "Act"), or (ii) the  Company
   first shall have  been furnished with  an opinion  of legal  counsel,
   reasonably satisfactory to the Company, to the effect that such  sale
   or transfer is exempt from the registration requirements of the Act.

             14.3 Each certificate  representing  Warrant  Shares  shall
   bear a legend substantially in the following form:

             "The securities represented  by this  certificate
             have not been registered under the Securities Act
             of 1933, as amended, and may not be offered, sold
             or otherwise  transferred unless  and until  such
             securities are registered  under such  Act or  an
             opinion of counsel satisfactory to the Company is
             obtained to the effect that such registration  is
             not required."

   The  foregoing  legend  shall   be  removed  from  the   certificates
   representing any  Warrant  Shares,  at  the  request  of  the  holder
   thereof, at such time as they become eligible for resale pursuant  to
   Rule 144(k) under the Act.

        15.  No Impairment.  The Company will  not, by amendment of  its
   charter   or   through    reorganization,   consolidation,    merger,
   dissolution, sale of assets or any  other voluntary action, avoid  or
   seek to avoid the  observance or performance of  any of the terms  of
   this Warrant.

        16.  Liquidating Dividends.  If the  Company pays a dividend  or
   makes a distribution on the Common  Stock (other than one payable  in
   (i) cash out of earnings or earned surplus (determined in  accordance
   with generally  accepted  accounting principles)  or  (ii) shares  of
   Common Stock) (a "Liquidating Dividend"),  then the Company will  pay
   or distribute  to the  Registered Holder  of this  Warrant, upon  the
   exercise hereof, in  addition to  the Warrant  Shares purchased  upon
   such exercise, the Liquidating Dividend which would have been paid to
   such Registered Holder  if he had  been the owner  of record of  such
   Warrant Shares immediately  prior to the  date on which  a record  is
   taken for such Liquidating  Dividend or, if no  record is taken,  the
   date as of which the record holders of Common Stock entitled to  such
   dividends or distribution are to be determined.

        17.  Reservation of  Stock.    The Company  will  at  all  times
   reserve and keep available, solely for issuance and delivery upon the
   exercise of this  Warrant, such number  of Warrant  Shares and  other
   stock, securities  and  property,  as from  time  to  time  shall  be
   issuable upon the exercise of this Warrant.

        18.  Replacement  of  Warrants.     Upon  receipt  of   evidence
   reasonably  satisfactory  to   the  Company  of   the  loss,   theft,
   destruction or mutilation of this Warrant  and (in the case of  loss,
   theft or destruction) upon delivery  of an indemnity agreement  (with
   surety if reasonably required)  in an amount reasonably  satisfactory
   to the Company,  or (in the  case of mutilation)  upon surrender  and
   cancellation of  this  Warrant,  the  Company  will  issue,  in  lieu
   thereof, a new Warrant of like tenor.
<PAGE>
        19.  No Rights  as  Stockholder.   Until  the exercise  of  this
   Warrant, the  Registered Holder  of this  Warrant shall  not have  or
   exercise any rights by virtue hereof as a stockholder of the Company.
    Notwithstanding the foregoing, in the event (i) the Company  effects
   a split of  the Common Stock  by means of  a stock  dividend and  the
   exercise price of and  the number of shares  subject to this  Warrant
   are adjusted  as of  the date  of the  distribution of  the  dividend
   (rather than as of the record  date for such dividend), and  (ii) the
   Registered Holder exercises this Warrant between the record date  and
   the distribution date for such stock dividend, the Registered  Holder
   shall be entitled  to receive, on  the distribution  date, the  stock
   dividend with respect  to the shares  of Common  Stock acquired  upon
   such exercise, notwithstanding  the fact  that such  shares were  not
   outstanding as of the close of  business on the record date for  such
   stock dividend.

        20.  Change or Waiver.  Any term of this Warrant may be  changed
   or waived  only by  an  instrument in  writing  signed by  the  party
   against which enforcement of the change or waiver is sought.

        21.  Headings.  The headings in this Warrant are for purposes of
   reference only and shall not limit or otherwise affect the meaning of
   any provision of this Warrant.

        22.  Governing Law.    This  Warrant will  be  governed  by  and
   construed in accordance with the laws of the State of Delaware.



             [Remainder of Page Intentionally Left Blank]
<PAGE>
        Executed as of the date first written above.

                                 SPYGLASS, INC.


                                 By:________________________________

                                 Title:_____________________________

   ATTEST:


   _________________________


<PAGE>
                                                         EXHIBIT I


                               PURCHASE FORM


                    
   To:_________________                         Dated:______________


        The undersigned, pursuant  to the  provisions set  forth in  the
   attached Warrant  (No. ___), hereby  irrevocably elects  to  purchase
   _____ shares  of the  Common  Stock covered  by  such Warrant.    The
   undersigned herewith makes payment of $____________, in lawful  money
   of the United States, representing the  full purchase price for  such
   shares at the price per share provided for in such Warrant.


                                 Signature:__________________________

                                 Address:____________________________

     ____________________________

<PAGE>

   Confidential  Materials  omitted  and   filed  separately  with   the
   Securities and Exchange Commission.  Asterisks denote omissions.
                                                               EXHIBIT B

   THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
   EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
               TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT          
     
      
   Date of Issuance: October 19, 1998      Number of Shares: ***
                                      (subject to adjustment)



                              SPYGLASS, INC.

                       Common Stock Purchase Warrant


        Spyglass, Inc.,  a  Delaware corporation  (the  "Company"),  for
   value received, hereby certifies that General Instrument  Corporation
   (the "Registered Holder") is entitled, subject to the terms set forth
   below, to purchase from the Company, at any time or from time to time
   on or after the date of issuance and on or before 5:00 p.m.  (Boston,
   Massachusetts time) on  the Expiration Date  (as defined below),  ***
   shares of Common Stock, $.01 par value per share, of the Company,  at
   a purchase  price of  *** per  share.   The shares  purchasable  upon
   exercise of this Warrant, and the  purchase price per share, each  as
   adjusted from  time  to  time pursuant  to  the  provisions  of  this
   Warrant, are hereinafter referred to as the "Warrant Shares" and  the
   "Purchase Price,"  respectively.   The "Expiration  Date" shall  mean
   December 31, 2003, or (if applicable) such later date as is  provided
   for in Section 1(c) below.

        1.  Vesting Schedule.

             (a) This Warrant will  become exercisable  ("vest") as  to
   all of the Warrant Shares on October 1, 2003.

             (b) Notwithstanding the foregoing  vesting schedule,  this
   Warrant shall  become immediately  vested in  full on  the date  (the
   "Acceleration Date") 10 days following the date (if any) on which the
   Registered Holder  has  paid  to the  Company  (or  a  subsidiary  or
   affiliate (as  defined  in  Rule 405  under  the  Securities  Act  of
   1933) of the Company) an aggregate  of *** under the  Digital
   Software Integration Center Sourcing Agreement dated October 19, 1998
   between  the  Company  and  the  Registered  Holder  (the   "Sourcing
   Agreement").

             (c) In the  event  that any  of  the companies  listed  on
   Exhibit C to the Operating Agreement  dated October 19, 1998  between
   the Company,  the  Registered Holder  and  Spyglass DSIC,  Inc.  (the
   "Operating  Agreement")  acquire  beneficial  ownership  (within  the
   meaning of Section 13(d) of the  Securities Exchange Act of 1934)  of
   shares of Common Stock of the Company representing 20% or more of the
   outstanding Common Stock of the Company and either (i) the Registered
   Holder exercises its  right to  terminate the  Sourcing Agreement  or
   (ii) the Registered  Holder exercises its  purchase option under  the
   Operating Agreement, this Warrant shall become immediately vested  in
   full.
<PAGE>
             (d) In the event  of the acceleration  of vesting of  this
   Warrant under Section 1(b) or 1(c)  above, the Expiration Date  shall
   be the later of December 31, 2003 and the date three years  following
   the Acceleration Date.

        2.  Exercise.

             (a) This  Warrant  may  be  exercised  by  the  Registered
   Holder, in whole or in part,  by surrendering this Warrant, with  the
   purchase form  appended hereto  as Exhibit I  duly executed  by  such
   Registered Holder, at the principal office of the Company, or at such
   other office or agency as the  Company may designate, accompanied  by
   payment in  full,  in lawful  money  of  the United  States,  of  the
   Purchase Price payable  in respect of  the number  of Warrant  Shares
   purchased upon such exercise.

             (b) Each exercise of this Warrant shall be deemed to  have
   been effected immediately prior to the  close of business on the  day
   on which this Warrant shall have  been surrendered to the Company  as
   provided in Section 2(a) above.  At such time, the person or  persons
   in whose name or names any  certificates for Warrant Shares shall  be
   issuable upon such exercise as  provided in Section 2(c) below  shall
   be deemed  to have  become the  holder or  holders of  record of  the
   Warrant Shares represented by such certificates.

             (c) As soon  as practicable  after  the exercise  of  this
   Warrant in full or in part,  the Company, at its expense, will  cause
   to be issued in the name of, and delivered to, the Registered Holder,
   or as such  Holder (upon  payment by  such Holder  of any  applicable
   transfer taxes) may direct:

             (i)  a certificate or certificates  for the number of  full
   Warrant Shares to which the Registered Holder shall be entitled  upon
   such exercise plus,  in lieu  of any  fractional share  to which  the
   Registered Holder  would otherwise  be entitled,  cash in  an  amount
   determined pursuant to Section 4 hereof; and
                                               
             (ii)  in case such exercise is in  part only, a new  warrant
   or warrants (dated  the date hereof)  of like tenor,  calling in  the
   aggregate on the  face or  faces thereof  for the  number of  Warrant
   Shares equal (without giving effect to any adjustment therein) to the
   number of such shares  called for on the  face of this Warrant  minus
   the number of  such shares purchased  by the  Registered Holder  upon
   such exercise.

             (d) The Company shall be responsible for any and all taxes
   arising from the granting and/or exercise of this Warrant (other than
   taxes on  the  transfer of  this  Warrant or  on  the income  of  the
   Registered Holder), including,  but not limited  to, all  documentary
   and stamp taxes.
<PAGE>
        3.  Antidilution Provisions.

             3.1  Adjustment of Number of Shares Purchasable.  Upon  any
   adjustment of the Purchase Price as  provided in Section 3.2(a),  the
   Registered Holder shall  thereafter be entitled  to purchase, at  the
   Purchase Price resulting from such adjustment, the number of  Warrant
   Shares (calculated to  the nearest 1/100th  of a  share) obtained  by
   multiplying the Purchase  Price in effect  immediately prior to  such
   adjustment by  the number  of  Warrant Shares  purchasable  hereunder
   immediately prior to such adjustment and dividing the product thereof
   by the Purchase Price resulting from such adjustment.

             3.2  Adjustment of  Purchase  Price.   The  Purchase  Price
   shall be subject to adjustment from  time to time as hereinafter  set
   forth.

                  (a)  Stock Dividends, Subdivisions and Combinations.  
   In the event that the Company subsequent to the date hereof shall:

                       (i)  declare  a  dividend   upon,  or  make   any
   distribution in  respect of,  any of  its  Common Stock,  payable  in
   Common Stock, Convertible Securities or Stock Purchase Rights, or

                       (ii) subdivide its outstanding  shares of  Common
   Stock into a larger number of shares of Common Stock, or

                       (iii)     combine  its   outstanding  shares   of
   Common Stock into a smaller number of shares of Common Stock,

   then the Purchase Price shall be adjusted to that price determined by
   multiplying the Purchase Price per share of Common Stock  immediately
   prior to such event by a fraction (A) the numerator of which shall be
   the total number of outstanding shares of Common Stock of the Company
   immediately prior  to such  event and  (B) the  denominator of  which
   shall be the total  number of outstanding shares  of Common Stock  of
   the Company  immediately after  such event.    For purposes  of  this
   Section 3.2, all shares of Common Stock issuable upon conversions  or
   exchanges of Convertible Securities  and exercises of Stock  Purchase
   Rights shall  be treated  as outstanding.   "Convertible  Securities"
   means evidences of indebtedness, shares of stock or other  securities
   which are  convertible  into or  exchangeable  for, with  or  without
   payment  of  additional

<PAGE>

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

   consideration, shares of Common Stock, either immediately or upon the
   arrival of a specified date or the happenings of a specified event.  
   "Stock Purchase Rights" means any  warrants, options or other  rights
   to subscribe for, purchase or otherwise acquire any shares of  Common
   Stock or any Convertible Securities.

                  (b)  Issuance of Additional Shares  of Common Stock.  
   In the  event that  the Company  shall issue  or sell  any shares  of
   Common Stock after the date hereof for a consideration less than  ***
   of the then Fair Value (as defined below) per share immediately prior
   to such issue or sale, the Purchase Price in effect immediately prior
   to such issuance or sale shall  be adjusted by: multiplying the  then
   existing Purchase Price by a fraction  the numerator of which is  (A)
   the sum  of (1)  the number  of shares  of Common  Stock  outstanding
   immediately prior to such issue or sale multiplied by the Fair  Value
   per share of  Common Stock immediately  prior to such  issue or  sale
   plus (2) the consideration received by the Company upon such issue or
   sale, divided  by (B)  the total  number of  shares of  Common  Stock
   outstanding immediately after such issue or sale, and the denominator
   of  which  shall  be  the  Fair  Value  per  share  of  Common  Stock
   immediately prior to such issue or sale.

        The provisions of  this Subsection (b)  shall not  apply to  any
   shares of Common  Stock which are  distributed to  holders of  Common
   Stock pursuant  to  a stock  dividend  or subdivision  for  which  an
   adjustment is provided for under Subsection (a) of this Section  3.2.
    No adjustment  of  the  Purchase Price  shall  be  made  under  this
   Subsection upon the issuance of any shares of Common Stock which  are
   issued pursuant  to the  exercise of  any  Stock Purchase  Rights  or
   pursuant to the conversion or exchange of any Convertible  Securities
   if an adjustment shall previously have been made upon the issuance of
   such Stock  Purchase Rights  or  Convertible Securities  pursuant  to
   Subsection (a), (c) or (d) of this Section 3.2.

        For purposes of this Warrant, "Fair  Value" per share of  Common
   Stock means the following:

                  (i)  if the  Common  Stock  is listed  on  a  national
   securities exchange, the Nasdaq National Market or another nationally
   recognized exchange  or trading  system as  of the  date on  which  a
   determination of Fair Value is to  be made, the Fair Value per  share
   of Common Stock shall  be deemed to be  the last reported sale  price
   per share  of Common  Stock thereon  on the  trading day  immediately
   preceding such date; and

                  (ii)      if the  Common  Stock  is not  listed  on  a
   national securities exchange, the  Nasdaq National Market or  another
   nationally recognized exchange or  trading system as  of the date  on
   which a determination of Fair Value is to be made, the Fair Value per
   share of Common Stock shall be as agreed upon by the Company and  the
   Registered Holder.
<PAGE>
        Whenever the Company shall issue any of its Common Stock,  Stock
   Purchase Rights  or Convertible  Securities  as consideration  for  a
   merger, the purchase of stock or  assets from or similar  transaction
   with a bona  fide third  party, such shares  will be  deemed for  all
   purposes hereunder to be issued for Fair Value.

                  (c)  Issuance of Stock Purchase Rights.  In the  event
   that the Company shall  issue or sell any  Stock Purchase Rights  and
   the consideration per share for which  shares of Common Stock may  at
   any time thereafter  be issuable upon  exercise thereof  (or, in  the
   case of  Stock  Purchase  Rights  exercisable  for  the  purchase  of
   Convertible Securities, upon the subsequent conversion or exchange of
   such Convertible Securities) shall  be less than  the Fair Value  per
   share of Common Stock immediately prior to the issuance of such Stock
   Purchase Rights, the Purchase Price shall be adjusted as provided  in
   Subsection (b) of this Section 3.2 on the basis that (i) the  maximum
   number of shares of Common Stock issuable upon exercise of such Stock
   Purchase Rights (or upon conversion  or exchange of such  Convertible
   Securities following  such exercise)  shall be  deemed to  have  been
   issued as of the date of  the issuance of such Stock Purchase  Rights
   as hereinafter provided and (ii) the aggregate consideration received
   for such shares  of Common Stock  shall be deemed  to be the  minimum
   consideration received  or receivable  by the  Company in  connection
   with the issuance and exercise of such Stock Purchase Rights (or upon
   conversion or  exchange of  such Convertible  Securities).   For  the
   purposes of  this Subsection (c),  the date  as of  which such  Stock
   Purchase Rights shall be deemed to be issued shall be the earlier  of
   (A) the date on  which the Company shall  enter into a firm  contract
   for the issuance of  such Stock Purchase Rights,  or (B) the date  of
   actual issuance of such Stock Purchase Rights.

                  (d)  Issuance of Convertible Securities.  In the event
   that the Company shall issue or  sell any Convertible Securities  and
   the consideration per share for which  shares of Common Stock may  at
   any time  thereafter  be  issuable pursuant  to  the  terms  of  such
   Convertible Securities shall be less than the Fair Value per share of
   Common Stock immediately  prior to the  issuance of such  Convertible
   Securities, the  Purchase  Price shall  be  adjusted as  provided  in
   Subsection (b) of this Section 3.2 on the basis that (i) the  maximum
   number of  shares of  Common Stock  issuable upon  the conversion  or
   exchange of all such Convertible Securities  shall be deemed to  have
   been issued as of the date of issuance of such Convertible Securities
   as hereinafter provided and (ii) the aggregate consideration received
   for such shares of Common  Stock shall be deemed  to be equal to  the
   minimum consideration  received  or  receivable  by  the  Company  in
   connection with  the  issuance and  conversion  or exchange  of  such
   Convertible Securities.  For the purposes of this Subsection (d), the
   date as of which  such Convertible Securities shall  be deemed to  be
   issued shall be  the earlier  of (A) the  date on  which the  Company
   shall enter into a firm contract for the issuance of such Convertible
   Securities, or (B) the  date of actual  issuance of such  Convertible
   Securities.  No adjustment of the Purchase Price shall be made  under
   this Subsection upon the issuance of any Convertible Securities which
   are issued pursuant to the exercise of any Stock Purchase Rights,  if
   an adjustment shall previously  have been made  upon the issuance  of
   such Stock Purchase Rights pursuant to Subsection (c) of this Section
   3.2.
<PAGE>
                  (e)  Minimum Adjustment.  In the event any  adjustment
   of the Purchase Price pursuant to this Section 3.2 shall result in an
   adjustment of  less than  $.01 per  share of  Common Stock,  no  such
   adjustment shall be  made, but any  such lesser  adjustment shall  be
   carried forward and shall be made  at the time and together with  the
   next subsequent adjustment  which, together with  any adjustments  so
   carried forward, shall  amount to $.01  or more per  share of  Common
   Stock; provided, however,  that upon any  adjustment of the  Purchase
   Price pursuant to Subsection 3.2(a), the foregoing figure of $.01 per
   share (or  such  figure  last adjustment)  shall  be  proportionately
   adjusted and provided further that upon the exercise of this Warrant,
   the Company shall make all necessary adjustments (to the nearest .001
   of a  cent) not  theretofore made  to  the Purchase  Price up  to  an
   including the date upon which this Warrant is exercised.

                  (f)  Readjustment  of  Purchase   Price  and   Warrant
   Shares.  In the  event (i) the purchase  price payable for any  Stock
   Purchase Rights or Convertible  Securities referred to in  Subsection
   (c) or (d) above, (ii) the additional consideration, if any,  payable
   upon exercise of such Stock Purchase Rights or upon the conversion or
   exchange of such Convertible  Securities or (iii)  the rate at  which
   any Convertible Securities are  convertible into or exchangeable  for
   shares of Common Stock shall change, the Purchase Price in effect  at
   the time of such change shall forthwith be readjusted to the Purchase
   Price which would  have been in  effect at such  time had such  Stock
   Purchase Rights or Convertible  Securities provided for such  changed
   purchase price, additional consideration  or conversion rate, as  the
   case may be, at the time initially  granted, issued or sold.  On  the
   expiration of any such Stock Purchase Rights not exercised or of  any
   such Convertible Securities not converted or exchanged, the  Purchase
   Price then in  effect shall forthwith  be increased  to the  Purchase
   Price which would have been in effect at the time of such  expiration
   or  termination  had  such  Stock  Purchase  Rights  or   Convertible
   Securities never been issued.  No readjustment of the Purchase  Price
   pursuant to this Subsection (f) shall  have the effect of  increasing
   the  Purchase  Price  by  an  amount  in  excess  of  the  adjustment
   originally made to the Purchase Price  in respect of the issue,  sale
   or grant  of  the applicable  Stock  Purchase Rights  or  Convertible
   Securities.

                  (g)  Reorganization,        Reclassification        or
   Recapitalization of  Company.    In  the  event  of  (i) any  capital
   reorganization or reclassification or recapitalization of the capital
   stock of  the  Company  (other  than in  the  cases  referred  to  in
   Subsection (a) of  this Section  3.2), or  (ii) the consolidation  or
   merger of the Company with or into another corporation or the sale or
   transfer of all or substantially all of the assets of the Company  in
   which the Common Stock is converted into or exchanged for  securities
   or other property,  there shall  thereafter be  deliverable upon  the
   exercise of  this  Warrant  or any  portion  thereof  the  amount  of
   securities or property which  the holder of the  number of shares  of
   Common Stock which  would otherwise  have been  deliverable upon  the
   exercise of  this Warrant  or any  portion  thereof would  have  been
   entitled   to    receive    upon   such    capital    reorganization,
   reclassification, recapitalization,  consolidation, merger  or  sale,
   and at the same aggregate Purchase Price.
<PAGE>
             Prior to  and as  a condition  of the  consummation of  any
   transaction described in  the preceding sentence,  the Company  shall
   made  equitable,  written  adjustments  in  the  application  of  the
   provisions herein set forth with respect to the rights and  interests
   of the  Registered Holder  so that  the provisions  set forth  herein
   shall thereafter be applicable, as nearly as possible, in relation to
   any securities or other property thereafter deliverable upon exercise
   of this Warrant.  Any such adjustment shall be made by and set  forth
   in a  supplemental  instrument executed  by  the Company  and/or  the
   successor entity, as applicable, which agreement shall bind each such
   entity.

                  (h)  Other Dilutive Events.  If any event shall  occur
   as to which the other provisions  of this Section 3 are not  strictly
   applicable but as to which the  failure to make an adjustment of  the
   nature provided for in  this Section 3 would  not fairly protect  the
   purchase rights represented  by this Warrant  in accordance with  the
   essential intent and principles hereof, then, in each such case,  the
   Company shall appoint  a firm  of independent  public accountants  of
   recognized national standing  (which may be  the regular auditors  of
   the Company), which shall give their opinion as to the adjustment, if
   any, on a basis consistent with  the essential intent and  principles
   established  in  this  Section  3,  necessary  to  preserve,  without
   dilution, the  purchase rights  represented by  this Warrant.    Upon
   receipt of  such  opinion, the  Company  will promptly  mail  a  copy
   thereof to  the  Registered Holder  and  shall make  the  adjustments
   described therein.

                  (i)  Determination of Consideration.  For purposes  of
   this Section  3,  the consideration  received  or receivable  by  the
   Company for  the issuance,  sale, grant  or assumption  of shares  of
   Common  Stock,  Stock  Purchase  Rights  or  Convertible  Securities,
   irrespective of the accounting treatment of such consideration, shall
   be valued as follows:

                       (1)  Cash Payment.  In the case of cash, the  net
   amount received by the Company  before deduction of any  underwriting
   commissions or similar concessions paid or allowed by the Company.

                       (2)  Securities or Other Property.   In the  case
   of securities or other property, the fair market value as  determined
   in good faith by the Board of Directors of the Company; provided that
   a determination with  respect to any  securities for  which a  public
   trading market  exists shall  be based  upon the  most recent  public
   trading price of such securities.

                       (3)  Allocation Related to Common Stock.  In  the
   event shares of Common Stock are  issued or sold together with  other
   securities or other assets of the  Company for a consideration  which
   covers both,  the consideration  received  (computed as  provided  in
   clauses (1) and  (2) above)  shall be  allocable  to such  shares  of
   Common Stock as determined in good faith by the Board of Directors of
   the Company.
<PAGE>
                       (4)  Allocation Related to Stock Purchase  Rights
   and Convertible Securities.   In the  event that  any Stock  Purchase
   Rights or Convertible  Securities shall  be issued  or sold  together
   with other  securities  or  other assets  of  the  Company,  together
   comprising  one   integral   transaction   in   which   no   specific
   consideration  is  allocated   to  the  Stock   Purchase  Rights   or
   Convertible Securities, the consideration received shall be allocable
   to  such  Stock  Purchase   Rights  and  Convertible  Securities   as
   determined in good faith by the Board of Directors of the Company.

                       (5)  Dividends on Securities.  In the event  that
   the Company shall declare a dividend  or make any other  distribution
   upon any stock of  the Company (other than  Common Stock) payable  in
   either case in Common Stock, Convertible Securities or Stock Purchase
   Rights, such Common Stock,  Convertible Securities or Stock  Purchase
   Rights, as the case may be,  issuable in payment of such dividend  or
   distribution shall  be deemed  to have  been issued  or sold  without
   consideration.

                       (6)  Stock  Purchase   Rights   and   Convertible
   Securities.  The consideration for which shares of Common Stock shall
   be deemed to be issued upon the issuance of any Stock Purchase Rights
   or Convertible Securities  shall be  determined by  dividing (i)  the
   total consideration, if any, received or receivable by the Company as
   consideration for the granting of such  Stock Purchase Rights or  the
   issuance of such Convertible  Securities, plus the minimum  aggregate
   amount of additional  consideration payable to  the Company upon  the
   exercise of such Stock Purchase Rights or the conversion or  exchange
   of such  Convertible Securities  or, in  the case  of Stock  Purchase
   Rights for Convertible  Securities, the minimum  aggregate amount  of
   additional consideration, if any, payable  upon the exercise of  such
   Stock  Purchase  Rights  and  the  conversion  or  exchange  of  such
   Convertible  Securities,   in   each  case   before   deducting   any
   underwriting commissions or  similar concessions paid  or allowed  by
   the Company, by  (ii) the maximum  number of shares  of Common  Stock
   issuable upon the exercise of such Stock Purchase Rights or upon  the
   conversion or exchange of such Convertible Securities.

                  (j)  Record Date.  In the event that the Company shall
   take a record of the holders of  the Common Stock for the purpose  of
   entitling them  (i)  to  receive a  dividend  or  other  distribution
   payable in  Common Stock,  Convertible Securities  or Stock  Purchase
   Rights or (ii) to subscribe for or purchase Common Stock, Convertible
   Securities or  Stock Purchase  Rights, then  all references  in  this
   Section 3 to the date of  the issue or sale  of the shares of  Common
   Stock deemed to have been issued or sold upon the declaration of such
   dividend or the making of such other distribution or the date of  the
   granting of such right of subscription  or purchase, as the case  may
   be, shall be deemed to be references to such record date. 

                  (k)  Shares Outstanding.    The number  of  shares  of
   Common Stock deemed  to be outstanding  at any given  time shall  not
   include (i) shares of Common Stock in the treasury of the Company  or
   owned by any wholly-owned subsidiary of  the Company and (ii)  except
   where shares are described on a "fully diluted basis" or in a similar
   manner, any of the Warrant Shares.
<PAGE>
                  (l)  Maximum Purchase  Price.   At no  time shall  the
   Purchase Price per share of Common Stock exceed the amount set  forth
   in the  first  paragraph  of the  preamble  of  this  Warrant  except
   pursuant to adjustments  made pursuant to  Subsection (a)  or (g)  of
   this Section 3.2.

                  (m)  Application.    Except   as  otherwise   provided
   herein, all Subsections of this Section  3.2 are intended to  operate
   independently of one another, but without  duplication.  If an  event
   occurs that requires the application of more than one Subsection, all
   applicable Subsections shall be  given independent effect;  provided,
   however, that  no  adjustment  shall  be  made  which  duplicates  an
   adjustment already made  pursuant to  some other  Subsection of  this
   Section 3. 

                  (n)  No  Adjustments  under  Certain  Circumstances.  
   Anything herein to  the contrary notwithstanding,  the Company  shall
   not be required to make any  adjustment of the Purchase Price in  the
   case of:

                       (i)  the  issuance  of  shares  of  Common  Stock
   pursuant to  a rights  offering in  which  the Registered  Holder  is
   granted  an  opportunity  to  participate  under  the  provisions  of
   Section 3.3.; or

                       (ii) the issuance of options or shares of  Common
   Stock  to  employees,  directors   or  consultants  pursuant  to   an
   employment agreement, a stock option agreement or a plan approved  by
   the Board of Directors of the Company.

             3.3  Rights Offering.    In  the event  the  Company  shall
   effect an offering of  Common Stock pro  rata among its  stockholders
   then the Registered Holder shall be entitled, at its option, to elect
   to participate in such offering as if this Warrant had been exercised
   and the Registered Holder were at the time of such rights offering  a
   holder of  that  number  of  shares of  Common  Stock  to  which  the
   Registered Holder is then entitled on the exercise hereof. 

             3.4  Certificates and Notices.

                  (a)  Adjustments  to   Purchase  Price.     Upon   any
   adjustment under this  Section 3 of  the number of  shares of  Common
   Stock purchasable upon exercise  of this Warrant  or of the  Purchase
   Price, a certificate, signed (i) by a Vice President or the Treasurer
   of the Company, or (ii) by  any independent firm of certified  public
   accountants of recognized national standing  selected by, and at  the
   expense of the Company (which may  be the Company's outside  auditing
   firm), setting forth  in reasonable detail  the events requiring  the
   adjustment and the method by which such adjustment was calculated and
   specifying the adjusted Purchase  Price and the  number of shares  of
   Common Stock  or other  property purchasable  upon exercise  of  this
   Warrant after giving effect  to such adjustment,  shall be mailed  to
   the Registered Holder. 

        The certificate  of any  independent  firm of  certified  public
   accountants of recognized national standing selected by the Board  of
   Directors  of  the  Company  shall  be  conclusive  evidence  of  the
   correctness of  any computation  made  under this  Section 3,  absent
   manifest error. 
<PAGE>
                  (b)  Extraordinary Corporate  Events.   In  the  event
   that the Company after the date  hereof shall propose to (i) pay  any
   dividend payable in stock to the holders of shares of Common Stock or
   to make any  other distribution to  the holders of  shares of  Common
   Stock (other than a stock split  effected by means of a Common  Stock
   dividend), (ii) offer to the holders of shares of Common Stock rights
   to subscribe for or purchase any shares of any class of stock or  any
   other rights or options or (iii)  effect any reclassification of  the
   Common Stock  (other than  a  reclassification involving  merely  the
   subdivision or combination of outstanding shares of Common Stock)  or
   any capital reorganization or any consolidation or merger (other than
   a merger in which no distribution of securities or other property  is
   to be  made to  holders of  shares  of Common  Stock), or  any  sale,
   transfer or  other disposition  of all  or substantially  all of  its
   assets, or the liquidation, dissolution or winding up of the Company,
   then, in each  such case, the  Company shall mail  to the  Registered
   Holder notice of such proposed action,  which shall specify the  date
   on which the stock  transfer books of the  Company shall close, or  a
   record shall be taken,  for determining the  holders of Common  Stock
   entitled to receive  such stock  dividends or  other distribution  or
   such rights or options, or the  date on which such  reclassification,
   reorganization,  consolidation,   merger,   sale,   transfer,   other
   disposition, liquidation, dissolution or winding up shall take  place
   or commence, as  the case  may be, and  the date  as of  which it  is
   expected that holders of Common Stock of record shall be entitled  to
   receive securities or other property deliverable upon such action, if
   any such date is  to be fixed.   Such notice shall  be mailed in  the
   case of any action covered  by clause (i) or  (ii) above at least  10
   days prior to the record date for determining holders of Common Stock
   for purposes of receiving  such payment or offer,  or in the case  of
   any action covered by  clause (iii) above at  least 30 days prior  to
   the date upon which such action takes place and 20 days prior to  any
   record date to determine holders of Common Stock entitled to  receive
   such securities or other property. 

                  (c)  Effect  of  Failure.     Failure   to  file   any
   certificate or notice  or to mail  any notice, or  any defect in  any
   certificate or notice pursuant to  this Section 3.4 shall not  affect
   the legality or validity of the  adjustment of the Purchase Price  or
   the number of shares  purchasable upon exercise  of this Warrant,  or
   any transaction giving rise thereto. 

        26.  Fractional Shares.  The Company shall not be required  upon
   the exercise  of this  Warrant to  issue any  fractional shares,  but
   shall make an adjustment  therefor in cash on  the basis of the  fair
   market value per share of Common  Stock, as determined in good  faith
   by the Board of Directors of the Company.

        27.  Transfer Restrictions.

             27.1 This Warrant may  not be sold  or transferred  without
   the prior  written  consent  of  the  Company,  which  shall  not  be
   unreasonably withheld; provided that the Company's consent shall  not
   be required in the event of the  sale of all or substantially all  of
   the assets of the Registered Holder.  Any permitted transfer shall be
   effected by surrendering this Warrant, along with a properly executed
   assignment, at the principal office of the Company.
<PAGE>
             27.2 The Warrant  Shares may  not  be sold  or  transferred
   unless either (i) they  first shall  have been  registered under  the
   Securities Act of 1933, as amended  (the "Act"), or (ii) the  Company
   first shall have  been furnished with  an opinion  of legal  counsel,
   reasonably satisfactory to the Company, to the effect that such  sale
   or transfer is exempt from the registration requirements of the Act.

             27.3 Each certificate  representing  Warrant  Shares  shall
   bear a legend substantially in the following form:

             "The securities represented  by this  certificate
             have not been registered under the Securities Act
             of 1933, as amended, and may not be offered, sold
             or otherwise  transferred unless  and until  such
             securities are registered  under such  Act or  an
             opinion of counsel satisfactory to the Company is
             obtained to the effect that such registration  is
             not required."

   The  foregoing  legend  shall   be  removed  from  the   certificates
   representing any  Warrant  Shares,  at  the  request  of  the  holder
   thereof, at such time as they become eligible for resale pursuant  to
   Rule 144(k) under the Act.

        28.  No Impairment.  The Company will  not, by amendment of  its
   charter   or   through    reorganization,   consolidation,    merger,
   dissolution, sale of assets or any  other voluntary action, avoid  or
   seek to avoid the  observance or performance of  any of the terms  of
   this Warrant.

        29.  Liquidating Dividends.  If the  Company pays a dividend  or
   makes a distribution on the Common  Stock (other than one payable  in
   (i) cash out of earnings or earned surplus (determined in  accordance
   with generally  accepted  accounting principles)  or  (ii) shares  of
   Common Stock) (a "Liquidating Dividend"),  then the Company will  pay
   or distribute  to the  Registered Holder  of this  Warrant, upon  the
   exercise hereof, in  addition to  the Warrant  Shares purchased  upon
   such exercise, the Liquidating Dividend which would have been paid to
   such Registered Holder  if he had  been the owner  of record of  such
   Warrant Shares immediately  prior to the  date on which  a record  is
   taken for such Liquidating  Dividend or, if no  record is taken,  the
   date as of which the record holders of Common Stock entitled to  such
   dividends or distribution are to be determined.

        30.  Reservation of  Stock.    The Company  will  at  all  times
   reserve and keep available, solely for issuance and delivery upon the
   exercise of this  Warrant, such number  of Warrant  Shares and  other
   stock, securities  and  property,  as from  time  to  time  shall  be
   issuable upon the exercise of this Warrant.

        31.  Replacement  of  Warrants.     Upon  receipt  of   evidence
   reasonably  satisfactory  to   the  Company  of   the  loss,   theft,
   destruction or mutilation of this Warrant  and (in the case of  loss,
   theft or destruction) upon delivery  of an indemnity agreement  (with
   surety if reasonably required)  in an amount reasonably  satisfactory
   to the Company,  or (in the  case of mutilation)  upon surrender  and
   cancellation of  this  Warrant,  the  Company  will  issue,  in  lieu
   thereof, a new Warrant of like tenor.
<PAGE>
        32.  No Rights  as  Stockholder.   Until  the exercise  of  this
   Warrant, the  Registered Holder  of this  Warrant shall  not have  or
   exercise any rights by virtue hereof as a stockholder of the Company.
    Notwithstanding the foregoing, in the event (i) the Company  effects
   a split of  the Common Stock  by means of  a stock  dividend and  the
   exercise price of and  the number of shares  subject to this  Warrant
   are adjusted  as of  the date  of the  distribution of  the  dividend
   (rather than as of the record  date for such dividend), and  (ii) the
   Registered Holder exercises this Warrant between the record date  and
   the distribution date for such stock dividend, the Registered  Holder
   shall be entitled  to receive, on  the distribution  date, the  stock
   dividend with respect  to the shares  of Common  Stock acquired  upon
   such exercise, notwithstanding  the fact  that such  shares were  not
   outstanding as of the close of  business on the record date for  such
   stock dividend.

        33.  Change or Waiver.  Any term of this Warrant may be  changed
   or waived  only by  an  instrument in  writing  signed by  the  party
   against which enforcement of the change or waiver is sought.

        34.  Headings.  The headings in this Warrant are for purposes of
   reference only and shall not limit or otherwise affect the meaning of
   any provision of this Warrant.

        35.  Governing Law.    This  Warrant will  be  governed  by  and
   construed in accordance with the laws of the State of Delaware.




             [Remainder of Page Intentionally Left Blank]
<PAGE>
        Executed as of the date first written above.

                                 SPYGLASS, INC.


                                 By:________________________________

                                 Title:_____________________________

   ATTEST:


   _________________________

<PAGE>
                                                          EXHIBIT I


                               PURCHASE FORM


   To:_________________                         Dated:______________


        The undersigned, pursuant  to the  provisions set  forth in  the
   attached Warrant  (No. ___), hereby  irrevocably elects  to  purchase
   _____ shares  of the  Common  Stock covered  by  such Warrant.    The
   undersigned herewith makes payment of $____________, in lawful  money
   of the United States, representing the  full purchase price for  such
   shares at the price per share provided for in such Warrant.


                                  Signature:__________________________

                                 Address:____________________________

     ____________________________

<PAGE>

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

                                                               EXHIBIT C

        THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
                EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
               TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT         
                                      
      
   Date of Issuance: October 19, 1998      Number of Shares: ***
                                      (subject to adjustment)



                              SPYGLASS, INC.

                       Common Stock Purchase Warrant


        Spyglass, Inc.,  a  Delaware corporation  (the  "Company"),  for
   value received, hereby certifies that General Instrument  Corporation
   (the "Registered Holder") is entitled, subject to the terms set forth
   below, to purchase from the Company, at any time or from time to time
   on or after the date of issuance and on or before 5:00 p.m.  (Boston,
   Massachusetts time) on  the Expiration Date  (as defined below),  ***
   shares of Common Stock, $.01 par value per share, of the Company,  at
   a purchase  price of  *** per  share.   The shares  purchasable  upon
   exercise of this Warrant, and the  purchase price per share, each  as
   adjusted from  time  to  time pursuant  to  the  provisions  of  this
   Warrant, are hereinafter referred to as the "Warrant Shares" and  the
   "Purchase Price,"  respectively.   The "Expiration  Date" shall  mean
   December 31, 2003, or (if applicable) such later date as is  provided
   for in Section 1(c) below.

        1.  Vesting Schedule.

             (a) This Warrant will  become exercisable  ("vest") as  to
   all of the Warrant Shares on October 1, 2003.

             (b) Notwithstanding the foregoing  vesting schedule,  this
   Warrant shall  become immediately  vested in  full on  the date  (the
   "Acceleration Date") 10 days following the date (if any) on which the
   Registered Holder  has  paid  to the  Company  (or  a  subsidiary  or
   affiliate (as  defined  in  Rule 405  under  the  Securities  Act  of
   1933) of the Company) an aggregate  of *** under the  Digital
   Software Integration Center Sourcing Agreement dated October 19, 1998
   between  the  Company  and  the  Registered  Holder  (the   "Sourcing
   Agreement").

            (c) In the  event  that any  of  the companies  listed  on
   Exhibit C to the Operating Agreement  dated October 19, 1998  between
   the Company,  the  Registered Holder  and  Spyglass DSIC,  Inc.  (the
   "Operating  Agreement")  acquire  beneficial  ownership  (within  the
   meaning of Section 13(d) of the  Securities Exchange Act of 1934)  of
   shares of Common Stock of the Company representing 20% or more of the
   outstanding Common Stock of the Company and either (i) the Registered
   Holder exercises its  right to  terminate the  Sourcing Agreement  or
   (ii) the Registered  Holder exercises its  purchase option under  the
   Operating Agreement, this Warrant shall become immediately vested  in
   full.
<PAGE>
             (d) In the event  of the acceleration  of vesting of  this
   Warrant under Section 1(b) or 1(c)  above, the Expiration Date  shall
   be the later of December 31, 2003 and the date three years  following
   the Acceleration Date.

        2.  Exercise.

             (a) This  Warrant  may  be  exercised  by  the  Registered
   Holder, in whole or in part,  by surrendering this Warrant, with  the
   purchase form  appended hereto  as Exhibit I  duly executed  by  such
   Registered Holder, at the principal office of the Company, or at such
   other office or agency as the  Company may designate, accompanied  by
   payment in  full,  in lawful  money  of  the United  States,  of  the
   Purchase Price payable  in respect of  the number  of Warrant  Shares
   purchased upon such exercise.

             (b) Each exercise of this Warrant shall be deemed to  have
   been effected immediately prior to the  close of business on the  day
   on which this Warrant shall have  been surrendered to the Company  as
   provided in Section 2(a) above.  At such time, the person or  persons
   in whose name or names any  certificates for Warrant Shares shall  be
   issuable upon such exercise as  provided in Section 2(c) below  shall
   be deemed  to have  become the  holder or  holders of  record of  the
   Warrant Shares represented by such certificates.

             (c) As soon  as practicable  after  the exercise  of  this
   Warrant in full or in part,  the Company, at its expense, will  cause
   to be issued in the name of, and delivered to, the Registered Holder,
   or as such  Holder (upon  payment by  such Holder  of any  applicable
   transfer taxes) may direct:

             (i)  a certificate or certificates  for the number of  full
   Warrant Shares to which the Registered Holder shall be entitled  upon
   such exercise plus,  in lieu  of any  fractional share  to which  the
   Registered Holder  would otherwise  be entitled,  cash in  an  amount
   determined pursuant to Section 4 hereof; and

             (ii)  in case such exercise is in  part only, a new  warrant
   or warrants (dated  the date hereof)  of like tenor,  calling in  the
   aggregate on the  face or  faces thereof  for the  number of  Warrant
   Shares equal (without giving effect to any adjustment therein) to the
   number of such shares  called for on the  face of this Warrant  minus
   the number of  such shares purchased  by the  Registered Holder  upon
   such exercise.

         (d) The Company shall be responsible for any and all taxes
   arising from the granting and/or exercise of this Warrant (other than
   taxes on  the  transfer of  this  Warrant or  on  the income  of  the
   Registered Holder), including,  but not limited  to, all  documentary
   and stamp taxes.
<PAGE>
        3.  Antidilution Provisions.

             3.1  Adjustment of Number of Shares Purchasable.  Upon  any
   adjustment of the Purchase Price as  provided in Section 3.2(a),  the
   Registered Holder shall  thereafter be entitled  to purchase, at  the
   Purchase Price resulting from such adjustment, the number of  Warrant
   Shares (calculated to  the nearest 1/100th  of a  share) obtained  by
   multiplying the Purchase  Price in effect  immediately prior to  such
   adjustment by  the number  of  Warrant Shares  purchasable  hereunder
   immediately prior to such adjustment and dividing the product thereof
   by the Purchase Price resulting from such adjustment.

             3.2  Adjustment of  Purchase  Price.   The  Purchase  Price
   shall be subject to adjustment from  time to time as hereinafter  set
   forth.

                  (a)  Stock Dividends, Subdivisions and Combinations.  
   In the event that the Company subsequent to the date hereof shall:

                       (i)  declare  a  dividend   upon,  or  make   any
   distribution in  respect of,  any of  its  Common Stock,  payable  in
   Common Stock, Convertible Securities or Stock Purchase Rights, or

                       (ii) subdivide its outstanding  shares of  Common
   Stock into a larger number of shares of Common Stock, or

                       (iii)     combine  its   outstanding  shares   of
   Common Stock into a smaller number of shares of Common Stock,

   then the Purchase Price shall be adjusted to that price determined by
   multiplying the Purchase Price per share of Common Stock  immediately
   prior to such event by a fraction (A) the numerator of which shall be
   the total number of outstanding shares of Common Stock of the Company
   immediately prior  to such  event and  (B) the  denominator of  which
   shall be the total  number of outstanding shares  of Common Stock  of
   the Company  immediately after  such event.    For purposes  of  this
   Section 3.2, all shares of Common Stock issuable upon conversions  or
   exchanges of Convertible Securities  and exercises of Stock  Purchase
   Rights shall  be treated  as outstanding.   "Convertible  Securities"
   means  evidences   of  indebtedness,   shares  of   stock  or   other
<PAGE>
   Confidential  Materials  omitted  and   filed  separately  with   the
   Securities and Exchange Commission.  Asterisks denote omissions.

   securities which are  convertible into or  exchangeable for, with  or
   without payment of additional consideration, shares of Common  Stock,
   either immediately or  upon the arrival  of a specified  date or  the
   happenings of a specified event.   "Stock Purchase Rights" means  any
   warrants, options  or  other rights  to  subscribe for,  purchase  or
   otherwise acquire  any  shares of  Common  Stock or  any  Convertible
   Securities.

  (b)  Issuance of Additional Shares  of Common Stock.  
   In the  event that  the Company  shall issue  or sell  any shares  of
   Common Stock after the date hereof for a consideration less than  ***
   of the then Fair Value (as defined below) per share immediately prior
   to such issue or sale, the Purchase Price in effect immediately prior
   to such issuance or sale shall  be adjusted by: multiplying the  then
   existing Purchase Price by a fraction  the numerator of which is  (A)
   the sum  of (1)  the number  of shares  of Common  Stock  outstanding
   immediately prior to such issue or sale multiplied by the Fair  Value
   per share of  Common Stock immediately  prior to such  issue or  sale
   plus (2) the consideration received by the Company upon such issue or
   sale, divided  by (B)  the total  number of  shares of  Common  Stock
   outstanding immediately after such issue or sale, and the denominator
   of  which  shall  be  the  Fair  Value  per  share  of  Common  Stock
   immediately prior to such issue or sale.

        The provisions of  this Subsection (b)  shall not  apply to  any
   shares of Common  Stock which are  distributed to  holders of  Common
   Stock pursuant  to  a stock  dividend  or subdivision  for  which  an
   adjustment is provided for under Subsection (a) of this Section  3.2.
    No adjustment  of  the  Purchase Price  shall  be  made  under  this
   Subsection upon the issuance of any shares of Common Stock which  are
   issued pursuant  to the  exercise of  any  Stock Purchase  Rights  or
   pursuant to the conversion or exchange of any Convertible  Securities
   if an adjustment shall previously have been made upon the issuance of
   such Stock  Purchase Rights  or  Convertible Securities  pursuant  to
   Subsection (a), (c) or (d) of this Section 3.2.

        For purposes of this Warrant, "Fair  Value" per share of  Common
   Stock means the following:

                  (i)  if the  Common  Stock  is listed  on  a  national
   securities exchange, the Nasdaq National Market or another nationally
   recognized exchange  or trading  system as  of the  date on  which  a
   determination of Fair Value is to  be made, the Fair Value per  share
   of Common Stock shall  be deemed to be  the last reported sale  price
   per share  of Common  Stock thereon  on the  trading day  immediately
   preceding such date; and

                  (ii)      if the  Common  Stock  is not  listed  on  a
   national securities exchange, the  Nasdaq National Market or  another
   nationally recognized exchange or  trading system as  of the date  on
   which a determination of Fair Value is to be made, the Fair Value per
   share of Common Stock shall be as agreed upon by the Company and  the
   Registered Holder.
<PAGE>
        Whenever the Company shall issue any of its Common Stock,  Stock
   Purchase Rights  or Convertible  Securities  as consideration  for  a
   merger, the purchase of stock or  assets from or similar  transaction
   with a bona  fide third  party, such shares  will be  deemed for  all
   purposes hereunder to be issued for Fair Value.

                  (c)  Issuance of Stock Purchase Rights.  In the  event
   that the Company shall  issue or sell any  Stock Purchase Rights  and
   the consideration per share for which  shares of Common Stock may  at
   any time thereafter  be issuable upon  exercise thereof  (or, in  the
   case of  Stock  Purchase  Rights  exercisable  for  the  purchase  of
   Convertible Securities, upon the subsequent conversion or exchange of
   such Convertible Securities) shall  be less than  the Fair Value  per
   share of Common Stock immediately prior to the issuance of such Stock
   Purchase Rights, the Purchase Price shall be adjusted as provided  in
   Subsection (b) of this Section 3.2 on the basis that (i) the  maximum
   number of shares of Common Stock issuable upon exercise of such Stock
   Purchase Rights (or upon conversion  or exchange of such  Convertible
   Securities following  such exercise)  shall be  deemed to  have  been
   issued as of the date of  the issuance of such Stock Purchase  Rights
   as hereinafter provided and (ii) the aggregate consideration received
   for such shares  of Common Stock  shall be deemed  to be the  minimum
   consideration received  or receivable  by the  Company in  connection
   with the issuance and exercise of such Stock Purchase Rights (or upon
   conversion or  exchange of  such Convertible  Securities).   For  the
   purposes of  this Subsection (c),  the date  as of  which such  Stock
   Purchase Rights shall be deemed to be issued shall be the earlier  of
   (A) the date on  which the Company shall  enter into a firm  contract
   for the issuance of  such Stock Purchase Rights,  or (B) the date  of
   actual issuance of such Stock Purchase Rights.

                  (d)  Issuance of Convertible Securities.  In the event
   that the Company shall issue or  sell any Convertible Securities  and
   the consideration per share for which  shares of Common Stock may  at
   any time  thereafter  be  issuable pursuant  to  the  terms  of  such
   Convertible Securities shall be less than the Fair Value per share of
   Common Stock immediately  prior to the  issuance of such  Convertible
   Securities, the  Purchase  Price shall  be  adjusted as  provided  in
   Subsection (b) of this Section 3.2 on the basis that (i) the  maximum
   number of  shares of  Common Stock  issuable upon  the conversion  or
   exchange of all such Convertible Securities  shall be deemed to  have
   been issued as of the date of issuance of such Convertible Securities
   as hereinafter provided and (ii) the aggregate consideration received
   for such shares of Common  Stock shall be deemed  to be equal to  the
   minimum consideration  received  or  receivable  by  the  Company  in
   connection with  the  issuance and  conversion  or exchange  of  such
   Convertible Securities.  For the purposes of this Subsection (d), the
   date as of which  such Convertible Securities shall  be deemed to  be
   issued shall be  the earlier  of (A) the  date on  which the  Company
   shall enter into a firm contract for the issuance of such Convertible
   Securities, or (B) the  date of actual  issuance of such  Convertible
   Securities.  No adjustment of the Purchase Price shall be made  under
   this Subsection upon the issuance of any Convertible Securities which
   are issued pursuant to the exercise of any Stock Purchase Rights,  if
   an adjustment shall previously  have been made  upon the issuance  of
   such Stock Purchase Rights pursuant to Subsection (c) of this Section
   3.2.
<PAGE>
                  (e)  Minimum Adjustment.  In the event any  adjustment
   of the Purchase Price pursuant to this Section 3.2 shall result in an
   adjustment of  less than  $.01 per  share of  Common Stock,  no  such
   adjustment shall be  made, but any  such lesser  adjustment shall  be
   carried forward and shall be made  at the time and together with  the
   next subsequent adjustment  which, together with  any adjustments  so
   carried forward, shall  amount to $.01  or more per  share of  Common
   Stock; provided, however,  that upon any  adjustment of the  Purchase
   Price pursuant to Subsection 3.2(a), the foregoing figure of $.01 per
   share (or  such  figure  last adjustment)  shall  be  proportionately
   adjusted and provided further that upon the exercise of this Warrant,
   the Company shall make all necessary adjustments (to the nearest .001
   of a  cent) not  theretofore made  to  the Purchase  Price up  to  an
   including the date upon which this Warrant is exercised.

                  (f)  Readjustment  of  Purchase   Price  and   Warrant
   Shares.  In the  event (i) the purchase  price payable for any  Stock
   Purchase Rights or Convertible  Securities referred to in  Subsection
   (c) or (d) above, (ii) the additional consideration, if any,  payable
   upon exercise of such Stock Purchase Rights or upon the conversion or
   exchange of such Convertible  Securities or (iii)  the rate at  which
   any Convertible Securities are  convertible into or exchangeable  for
   shares of Common Stock shall change, the Purchase Price in effect  at
   the time of such change shall forthwith be readjusted to the Purchase
   Price which would  have been in  effect at such  time had such  Stock
   Purchase Rights or Convertible  Securities provided for such  changed
   purchase price, additional consideration  or conversion rate, as  the
   case may be, at the time initially  granted, issued or sold.  On  the
   expiration of any such Stock Purchase Rights not exercised or of  any
   such Convertible Securities not converted or exchanged, the  Purchase
   Price then in  effect shall forthwith  be increased  to the  Purchase
   Price which would have been in effect at the time of such  expiration
   or  termination  had  such  Stock  Purchase  Rights  or   Convertible
   Securities never been issued.  No readjustment of the Purchase  Price
   pursuant to this Subsection (f) shall  have the effect of  increasing
   the  Purchase  Price  by  an  amount  in  excess  of  the  adjustment
   originally made to the Purchase Price  in respect of the issue,  sale
   or grant  of  the applicable  Stock  Purchase Rights  or  Convertible
   Securities.

                  (g)  Reorganization,        Reclassification        or
   Recapitalization of  Company.    In  the  event  of  (i) any  capital
   reorganization or reclassification or recapitalization of the capital
   stock of  the  Company  (other  than in  the  cases  referred  to  in
   Subsection (a) of  this Section  3.2), or  (ii) the consolidation  or
   merger of the Company with or into another corporation or the sale or
   transfer of all or substantially all of the assets of the Company  in
   which the Common Stock is converted into or exchanged for  securities
   or other property,  there shall  thereafter be  deliverable upon  the
   exercise of  this  Warrant  or any  portion  thereof  the  amount  of
   securities or property which  the holder of the  number of shares  of
   Common Stock which  would otherwise  have been  deliverable upon  the
   exercise of  this Warrant  or any  portion  thereof would  have  been
   entitled   to    receive    upon   such    capital    reorganization,
   reclassification, recapitalization,  consolidation, merger  or  sale,
   and at the same aggregate Purchase Price.
<PAGE>
             Prior to  and as  a condition  of the  consummation of  any
   transaction described in  the preceding sentence,  the Company  shall
   made  equitable,  written  adjustments  in  the  application  of  the
   provisions herein set forth with respect to the rights and  interests
   of the  Registered Holder  so that  the provisions  set forth  herein
   shall thereafter be applicable, as nearly as possible, in relation to
   any securities or other property thereafter deliverable upon exercise
   of this Warrant.  Any such adjustment shall be made by and set  forth
   in a  supplemental  instrument executed  by  the Company  and/or  the
   successor entity, as applicable, which agreement shall bind each such
   entity.

   (h)  Other Dilutive Events.  If any event shall  occur
   as to which the other provisions  of this Section 3 are not  strictly
   applicable but as to which the  failure to make an adjustment of  the
   nature provided for in  this Section 3 would  not fairly protect  the
   purchase rights represented  by this Warrant  in accordance with  the
   essential intent and principles hereof, then, in each such case,  the
   Company shall appoint  a firm  of independent  public accountants  of
   recognized national standing  (which may be  the regular auditors  of
   the Company), which shall give their opinion as to the adjustment, if
   any, on a basis consistent with  the essential intent and  principles
   established  in  this  Section  3,  necessary  to  preserve,  without
   dilution, the  purchase rights  represented by  this Warrant.    Upon
   receipt of  such  opinion, the  Company  will promptly  mail  a  copy
   thereof to  the  Registered Holder  and  shall make  the  adjustments
   described therein.

                  (i)  Determination of Consideration.  For purposes  of
   this Section  3,  the consideration  received  or receivable  by  the
   Company for  the issuance,  sale, grant  or assumption  of shares  of
   Common  Stock,  Stock  Purchase  Rights  or  Convertible  Securities,
   irrespective of the accounting treatment of such consideration, shall
   be valued as follows:

                       (1)  Cash Payment.  In the case of cash, the  net
   amount received by the Company  before deduction of any  underwriting
   commissions or similar concessions paid or allowed by the Company.

                       (2)  Securities or Other Property.   In the  case
   of securities or other property, the fair market value as  determined
   in good faith by the Board of Directors of the Company; provided that
   a determination with  respect to any  securities for  which a  public
   trading market  exists shall  be based  upon the  most recent  public
   trading price of such securities.

                       (3)  Allocation Related to Common Stock.  In  the
   event shares of Common Stock are  issued or sold together with  other
   securities or other assets of the  Company for a consideration  which
   covers both,  the consideration  received  (computed as  provided  in
   clauses (1) and  (2) above)  shall be  allocable  to such  shares  of
   Common Stock as determined in good faith by the Board of Directors of
   the Company.
<PAGE>
                       (4)  Allocation Related to Stock Purchase  Rights
   and Convertible Securities.   In the  event that  any Stock  Purchase
   Rights or Convertible  Securities shall  be issued  or sold  together
   with other  securities  or  other assets  of  the  Company,  together
   comprising  one   integral   transaction   in   which   no   specific
   consideration  is  allocated   to  the  Stock   Purchase  Rights   or
   Convertible Securities, the consideration received shall be allocable
   to  such  Stock  Purchase   Rights  and  Convertible  Securities   as
   determined in good faith by the Board of Directors of the Company.

                       (5)  Dividends on Securities.  In the event  that
   the Company shall declare a dividend  or make any other  distribution
   upon any stock of  the Company (other than  Common Stock) payable  in
   either case in Common Stock, Convertible Securities or Stock Purchase
   Rights, such Common Stock,  Convertible Securities or Stock  Purchase
   Rights, as the case may be,  issuable in payment of such dividend  or
   distribution shall  be deemed  to have  been issued  or sold  without
   consideration.

                       (6)  Stock  Purchase   Rights   and   Convertible
   Securities.  The consideration for which shares of Common Stock shall
   be deemed to be issued upon the issuance of any Stock Purchase Rights
   or Convertible Securities  shall be  determined by  dividing (i)  the
   total consideration, if any, received or receivable by the Company as
   consideration for the granting of such  Stock Purchase Rights or  the
   issuance of such Convertible  Securities, plus the minimum  aggregate
   amount of additional  consideration payable to  the Company upon  the
   exercise of such Stock Purchase Rights or the conversion or  exchange
   of such  Convertible Securities  or, in  the case  of Stock  Purchase
   Rights for Convertible  Securities, the minimum  aggregate amount  of
   additional consideration, if any, payable  upon the exercise of  such
   Stock  Purchase  Rights  and  the  conversion  or  exchange  of  such
   Convertible  Securities,   in   each  case   before   deducting   any
   underwriting commissions or  similar concessions paid  or allowed  by
   the Company, by  (ii) the maximum  number of shares  of Common  Stock
   issuable upon the exercise of such Stock Purchase Rights or upon  the
   conversion or exchange of such Convertible Securities.

                  (j)  Record Date.  In the event that the Company shall
   take a record of the holders of  the Common Stock for the purpose  of
   entitling them  (i)  to  receive a  dividend  or  other  distribution
   payable in  Common Stock,  Convertible Securities  or Stock  Purchase
   Rights or (ii) to subscribe for or purchase Common Stock, Convertible
   Securities or  Stock Purchase  Rights, then  all references  in  this
   Section 3 to the date of  the issue or sale  of the shares of  Common
   Stock deemed to have been issued or sold upon the declaration of such
   dividend or the making of such other distribution or the date of  the
   granting of such right of subscription  or purchase, as the case  may
   be, shall be deemed to be references to such record date. 

                  (k)  Shares Outstanding.    The number  of  shares  of
   Common Stock deemed  to be outstanding  at any given  time shall  not
   include (i) shares of Common Stock in the treasury of the Company  or
   owned by any wholly-owned subsidiary of  the Company and (ii)  except
   where shares are described on a "fully diluted basis" or in a similar
   manner, any of the Warrant Shares.
<PAGE>
                  (l)  Maximum Purchase  Price.   At no  time shall  the
   Purchase Price per share of Common Stock exceed the amount set  forth
   in the  first  paragraph  of the  preamble  of  this  Warrant  except
   pursuant to adjustments  made pursuant to  Subsection (a)  or (g)  of
   this Section 3.2.

                  (m)  Application.    Except   as  otherwise   provided
   herein, all Subsections of this Section  3.2 are intended to  operate
   independently of one another, but without  duplication.  If an  event
   occurs that requires the application of more than one Subsection, all
   applicable Subsections shall be  given independent effect;  provided,
   however, that  no  adjustment  shall  be  made  which  duplicates  an
   adjustment already made  pursuant to  some other  Subsection of  this
   Section 3. 

                  (n)  No  Adjustments  under  Certain  Circumstances.  
   Anything herein to  the contrary notwithstanding,  the Company  shall
   not be required to make any  adjustment of the Purchase Price in  the
   case of:

                       (i)  the  issuance  of  shares  of  Common  Stock
   pursuant to  a rights  offering in  which  the Registered  Holder  is
   granted  an  opportunity  to  participate  under  the  provisions  of
   Section 3.3.; or

                       (ii) the issuance of options or shares of  Common
   Stock  to  employees,  directors   or  consultants  pursuant  to   an
   employment agreement, a stock option agreement or a plan approved  by
   the Board of Directors of the Company.

             3.3  Rights Offering.    In  the event  the  Company  shall
   effect an offering of  Common Stock pro  rata among its  stockholders
   then the Registered Holder shall be entitled, at its option, to elect
   to participate in such offering as if this Warrant had been exercised
   and the Registered Holder were at the time of such rights offering  a
   holder of  that  number  of  shares of  Common  Stock  to  which  the
   Registered Holder is then entitled on the exercise hereof. 

             3.4  Certificates and Notices.

                  (a)  Adjustments  to   Purchase  Price.     Upon   any
   adjustment under this  Section 3 of  the number of  shares of  Common
   Stock purchasable upon exercise  of this Warrant  or of the  Purchase
   Price, a certificate, signed (i) by a Vice President or the Treasurer
   of the Company, or (ii) by  any independent firm of certified  public
   accountants of recognized national standing  selected by, and at  the
   expense of the Company (which may  be the Company's outside  auditing
   firm), setting forth  in reasonable detail  the events requiring  the
   adjustment and the method by which such adjustment was calculated and
   specifying the adjusted Purchase  Price and the  number of shares  of
   Common Stock  or other  property purchasable  upon exercise  of  this
   Warrant after giving effect  to such adjustment,  shall be mailed  to
   the Registered Holder. 

        The certificate  of any  independent  firm of  certified  public
   accountants of recognized national standing selected by the Board  of
   Directors  of  the  Company  shall  be  conclusive  evidence  of  the
   correctness of  any computation  made  under this  Section 3,  absent
   manifest error. 
<PAGE>
                  (b)  Extraordinary Corporate  Events.   In  the  event
   that the Company after the date  hereof shall propose to (i) pay  any
   dividend payable in stock to the holders of shares of Common Stock or
   to make any  other distribution to  the holders of  shares of  Common
   Stock (other than a stock split  effected by means of a Common  Stock
   dividend), (ii) offer to the holders of shares of Common Stock rights
   to subscribe for or purchase any shares of any class of stock or  any
   other rights or options or (iii)  effect any reclassification of  the
   Common Stock  (other than  a  reclassification involving  merely  the
   subdivision or combination of outstanding shares of Common Stock)  or
   any capital reorganization or any consolidation or merger (other than
   a merger in which no distribution of securities or other property  is
   to be  made to  holders of  shares  of Common  Stock), or  any  sale,
   transfer or  other disposition  of all  or substantially  all of  its
   assets, or the liquidation, dissolution or winding up of the Company,
   then, in each  such case, the  Company shall mail  to the  Registered
   Holder notice of such proposed action,  which shall specify the  date
   on which the stock  transfer books of the  Company shall close, or  a
   record shall be taken,  for determining the  holders of Common  Stock
   entitled to receive  such stock  dividends or  other distribution  or
   such rights or options, or the  date on which such  reclassification,
   reorganization,  consolidation,   merger,   sale,   transfer,   other
   disposition, liquidation, dissolution or winding up shall take  place
   or commence, as  the case  may be, and  the date  as of  which it  is
   expected that holders of Common Stock of record shall be entitled  to
   receive securities or other property deliverable upon such action, if
   any such date is  to be fixed.   Such notice shall  be mailed in  the
   case of any action covered  by clause (i) or  (ii) above at least  10
   days prior to the record date for determining holders of Common Stock
   for purposes of receiving  such payment or offer,  or in the case  of
   any action covered by  clause (iii) above at  least 30 days prior  to
   the date upon which such action takes place and 20 days prior to  any
   record date to determine holders of Common Stock entitled to  receive
   such securities or other property. 

                  (c)  Effect  of  Failure.     Failure   to  file   any
   certificate or notice  or to mail  any notice, or  any defect in  any
   certificate or notice pursuant to  this Section 3.4 shall not  affect
   the legality or validity of the  adjustment of the Purchase Price  or
   the number of shares  purchasable upon exercise  of this Warrant,  or
   any transaction giving rise thereto. 

        39.  Fractional Shares.  The Company shall not be required  upon
   the exercise  of this  Warrant to  issue any  fractional shares,  but
   shall make an adjustment  therefor in cash on  the basis of the  fair
   market value per share of Common  Stock, as determined in good  faith
   by the Board of Directors of the Company.

        40.  Transfer Restrictions.

             40.1 This Warrant may  not be sold  or transferred  without
   the prior  written  consent  of  the  Company,  which  shall  not  be
   unreasonably withheld; provided that the Company's consent shall  not
   be required in the event of the  sale of all or substantially all  of
   the assets of the Registered Holder.  Any permitted transfer shall be
   effected by surrendering this Warrant, along with a properly executed
   assignment, at the principal office of the Company.
<PAGE>
             40.2 The Warrant  Shares may  not  be sold  or  transferred
   unless either (i) they  first shall  have been  registered under  the
   Securities Act of 1933, as amended  (the "Act"), or (ii) the  Company
   first shall have  been furnished with  an opinion  of legal  counsel,
   reasonably satisfactory to the Company, to the effect that such  sale
   or transfer is exempt from the registration requirements of the Act.

             40.3 Each certificate  representing  Warrant  Shares  shall
   bear a legend substantially in the following form:

             "The securities represented  by this  certificate
             have not been registered under the Securities Act
             of 1933, as amended, and may not be offered, sold
             or otherwise  transferred unless  and until  such
             securities are registered  under such  Act or  an
             opinion of counsel satisfactory to the Company is
             obtained to the effect that such registration  is
             not required."

   The  foregoing  legend  shall   be  removed  from  the   certificates
   representing any  Warrant  Shares,  at  the  request  of  the  holder
   thereof, at such time as they become eligible for resale pursuant  to
   Rule 144(k) under the Act.

        41.  No Impairment.  The Company will  not, by amendment of  its
   charter   or   through    reorganization,   consolidation,    merger,
   dissolution, sale of assets or any  other voluntary action, avoid  or
   seek to avoid the  observance or performance of  any of the terms  of
   this Warrant.

        42.  Liquidating Dividends.  If the  Company pays a dividend  or
   makes a distribution on the Common  Stock (other than one payable  in
   (i) cash out of earnings or earned surplus (determined in  accordance
   with generally  accepted  accounting principles)  or  (ii) shares  of
   Common Stock) (a "Liquidating Dividend"),  then the Company will  pay
   or distribute  to the  Registered Holder  of this  Warrant, upon  the
   exercise hereof, in  addition to  the Warrant  Shares purchased  upon
   such exercise, the Liquidating Dividend which would have been paid to
   such Registered Holder  if he had  been the owner  of record of  such
   Warrant Shares immediately  prior to the  date on which  a record  is
   taken for such Liquidating  Dividend or, if no  record is taken,  the
   date as of which the record holders of Common Stock entitled to  such
   dividends or distribution are to be determined.

        43.  Reservation of  Stock.    The Company  will  at  all  times
   reserve and keep available, solely for issuance and delivery upon the
   exercise of this  Warrant, such number  of Warrant  Shares and  other
   stock, securities  and  property,  as from  time  to  time  shall  be
   issuable upon the exercise of this Warrant.

        44.  Replacement  of  Warrants.     Upon  receipt  of   evidence
   reasonably  satisfactory  to   the  Company  of   the  loss,   theft,
   destruction or mutilation of this Warrant  and (in the case of  loss,
   theft or destruction) upon delivery  of an indemnity agreement  (with
   surety if reasonably required)  in an amount reasonably  satisfactory
   to the Company,  or (in the  case of mutilation)  upon surrender  and
   cancellation of  this  Warrant,  the  Company  will  issue,  in  lieu
   thereof, a new Warrant of like tenor.
<PAGE>
        45.  No Rights  as  Stockholder.   Until  the exercise  of  this
   Warrant, the  Registered Holder  of this  Warrant shall  not have  or
   exercise any rights by virtue hereof as a stockholder of the Company.
    Notwithstanding the foregoing, in the event (i) the Company  effects
   a split of  the Common Stock  by means of  a stock  dividend and  the
   exercise price of and  the number of shares  subject to this  Warrant
   are adjusted  as of  the date  of the  distribution of  the  dividend
   (rather than as of the record  date for such dividend), and  (ii) the
   Registered Holder exercises this Warrant between the record date  and
   the distribution date for such stock dividend, the Registered  Holder
   shall be entitled  to receive, on  the distribution  date, the  stock
   dividend with respect  to the shares  of Common  Stock acquired  upon
   such exercise, notwithstanding  the fact  that such  shares were  not
   outstanding as of the close of  business on the record date for  such
   stock dividend.

        46.  Change or Waiver.  Any term of this Warrant may be  changed
   or waived  only by  an  instrument in  writing  signed by  the  party
   against which enforcement of the change or waiver is sought.

        47.  Headings.  The headings in this Warrant are for purposes of
   reference only and shall not limit or otherwise affect the meaning of
   any provision of this Warrant.

        48.  Governing Law.    This  Warrant will  be  governed  by  and
   construed in accordance with the laws of the State of Delaware.




             [Remainder of Page Intentionally Left Blank]
<PAGE>

        Executed as of the date first written above.

                                 SPYGLASS, INC.


                                 By:________________________________

                                 Title:_____________________________

   ATTEST:


   _________________________

<PAGE>
                                                          EXHIBIT I


                               PURCHASE FORM


   To:_________________                         Dated:______________


        The undersigned, pursuant  to the  provisions set  forth in  the
   attached Warrant  (No. ___), hereby  irrevocably elects  to  purchase
   _____ shares  of the  Common  Stock covered  by  such Warrant.    The
   undersigned herewith makes payment of $____________, in lawful  money
   of the United States, representing the  full purchase price for  such
   shares at the price per share provided for in such Warrant.


                                 Signature:__________________________

                                 Address:____________________________

                                        ____________________________