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                                                                   EXHIBIT 10.17

                    NON-EXCLUSIVE PATENT LICENSE AGREEMENT
                                      FOR
                          DISC PRODUCT MANUFACTURERS


       This AGREEMENT is made effective this 1st day of June, 1996, by and
between DISCOVISION ASSOCIATES, a joint venture subject to the State of
California partnership law, having a place of business at 2355 Main Street,
Suite 200, Irvine, California 92714, United States of America (hereinafter
referred to as DVA) and FUTURE MEDIA PRODUCTIONS, a California corporation,
having a place of business at 25136 Anza Drive, Valencia, California 91355
(hereinafter referred to as LICENSEE), who agree as follows:

SECTION 1.0  RECITALS

1.1    DVA has the right to grant licenses under certain DVA-owned United
       States and Canadian patents relating to the design, manufacture,
       and sale of optical disc products such as compact discs and
       CD-ROM discs.

1.2    DVA is prepared to grant non-exclusive licenses under such patents on
       reasonable terms and conditions to financially sound and commercially
       responsible applicants.

1.3    LICENSEE has produced and/or sold and intends to continue producing
       and/or selling products which may embody patented inventions covered
       by such DVA patents or which may be made using apparatus or methods
       which may embody such patented inventions. These products are
       manufactured by: (1) LICENSEE; (2) manufacturers licensed by DVA who
       do not pay United States and Canadian royalty rates; (3)
       manufacturers licensed by DVA who pay United States and Canadian
       royalty rates; or (4) manufacturers not licensed by DVA. As
       specified later in this Agreement, the amount of any royalty to be
       paid by LICENSEE to DVA depends partly on the source of the product.

1.4    DVA is offering LICENSEE, as an option herein, a license under
       individual ones of its patents, the availability of such license
       under any one or more of DVA's patents being in no way conditioned on
       the need for LICENSEE to take a license under any other DVA's
       patents.
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1.5    LICENSEE has determined that its business interests will be best served
       by taking a license under the terms and conditions of this Agreement.
       In so doing, LICENSEE understands that if less than all DVA patents
       are licensed, then licenses under additional DVA patents may be
       required before LICENSEE can make or sell optical disc products free
       and clear of all claims of patent infringement by DVA. Information
       regarding infringement of additional DVA patents may be obtained by
       using the factory inspection provisions of Section 10.0 herein.

SECTION 2.0 DEFINITIONS

2.1    "Information Storage Medium" (Media) shall mean any record carrier
       primarily designed to store and/or record any type of information.

2.2    "Disc(s)" shall mean any pre-recorded, non-recordable and non-erasable
       Information Storage Medium in the shape of a disc and having
       information recorded thereon in one or more information bearing
       layers, which information is recoverable using optical detection
       means.

2.3    "Digital Disc(s)" shall mean a Disc having pre-recorded thereon
       digitally encoded information. Digital Discs shall be limited to
       Discs commonly known as Compact Disc Digital Audio Discs or CD
       Digital Audio Discs, Compact Disc Single Discs or CD Single Discs,
       Compact Disc Read Only Memory Discs or CD-ROM Discs, Compact
       Disc-Graphics Discs or CD-G Discs, Compact Disc-Interactive Discs or
       CD-I Discs, and Pre-Recorded Mini Discs.

2.4    "Compact Disc Digital Audio Disc(s)" or "CD Digital Audio Disc(s)"
       shall mean a Digital Disc having pre-recorded thereon audio
       entertainment information. A CD Digital Audio Disc is defined herein
       according to the definition in a specification entitled "Compact
       Disc Digital Audio System Description" published by N.V. Philips
       Consumer Electronics B.V. and Sony Corporation and commonly referred
       to as the "Red Book." CD Digital Audio Discs shall mean Digital
       Discs commonly known as compact discs (CD's).

2.5    "Compact Disc Single Disc(s)" or "CD Single Disc(s)" shall mean a CD
       Digital Audio Disc, either three inches (3") or five inches (5") in
       diameter, having pre-recorded thereon twenty (20) minutes or less of
       audio entertainment information.

2.6    "Compact Disc Read Only Memory Disc(s)" or "CD-ROM Disc(s)" shall mean a
       Digital Disc having pre-recorded thereon text files, data files, image
       files, computer program files, and the like, primarily intended for
       computer-related,

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       database-related and/or multimedia-related usage. A CD-ROM Disc is
       defined herein according to the definition in a specification
       entitled "Compact Disc Read Only Memory (CD-ROM) System Description"
       published by N.V. Philips Consumer Electronics B.V. and Sony
       Corporation and commonly referred to as the "Yellow Book." CD-ROM
       Discs include CD-ROM/XA discs.

2.7    "Compact Disc-Interactive Disc(s)" or "CD-I Disc(s)" shall mean a
       Digital Disc having pre-recorded thereon audio, video and program
       control data for interactive use with a human user by means of
       computer apparatus. A CD-I Disc is defined herein according to the
       definition in a specification entitled "Compact Disc Interactive
       Media Full Functional Specification" published by N.V. Philips
       Consumer Electronics B.V. and Sony Corporation and commonly referred
       to as the "Green Book."

2.8    "Compact Disc-Graphics Disc(s)" or "CD-G Disc(s)" shall mean a Digital
       Disc having pre-recorded thereon graphics information comprised of
       discrete still pictures or graphic images having no user perceivable
       motion.

2.9    "Pre-Recorded Mini Disc(s)" shall mean a Digital Disc having a diameter
       of 65 millimeters or less, that is played back at constant linear
       velocity, capable of storing not more the 150 megabytes of
       information and defined in a specification published by Sony
       Corporation and commonly referred to as the "Rainbow Book."

2.10   "Video Disc(s)" shall mean a Disc having pre-recorded thereon
       information intended to produce visual images having user
       perceivable motion. Video Discs shall include, but are not limited
       to, Discs commonly known as laser discs (LD's), compact disc-video
       (CD-V) discs, and digital video/versatile discs (DVD's) and
       successors to DVD's.

2.11   "Licensed Product(s)" shall mean only Digital Discs as defined in this
       Agreement.

2.12   "Master Disc(s)" shall mean any recordable Information Storage Medium
       primarily designed for use in any process to eventually produce a
       Disc by any transfer process whereby the information from all tracks
       of a Master Disc is transferred substantially simultaneously to an
       Information Storage Medium to form a Disc.

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2.13   "Mastering Apparatus" shall mean any instrumentality, or aggregate of
       instrumentalities, primarily designed to produce a Master Disc.

2.14   "Matrix" shall mean any element which transfers information from a Master
       Disc to an Information Storage Medium to form a Disc. Matrix shall
       include, but is not limited to, elements commonly known as fathers,
       mothers, and stampers.

2.15   "Matrixing Apparatus" shall mean any instrumentality, or aggregate of
       instrumentalities, primarily designed to produce a Matrix having any type
       of information recorded thereon corresponding to information on a Master
       Disc.

2.16   "Replication Apparatus" shall mean any instrumentality, or aggregate of
       instrumentalities, primarily designed to transfer any type of information
       from a Matrix or a Master Disc to a multiplicity of Information Storage
       Media and thereby to fabricate a multiplicity of Discs having identical
       information recorded thereon.

2.17   "Manufacturing Apparatus" shall mean apparatus for use in the fabrication
       of Discs, including apparatus used in performing quality assurance
       procedures and/or testing of Discs. Manufacturing Apparatus shall
       include, but is not limited to, any one or more of the following:
       Mastering Apparatus; Master Disc; Matrixing Apparatus; Matrix; and
       Replication Apparatus.

2.18   "Manufacturing Process(es)" shall mean any method or process, including
       related apparatus, used in the fabrication of Discs, including process
       steps directed to quality assurance procedures and/or testing of Discs.

2.19   "DVA Patent(s)" shall mean all United States and Canadian patents owned
       by DVA as of the effective date of this Agreement, including utility
       models and design patents, and any United States and Canadian patents,
       including utility models and design patents, issuing from pending United
       States and Canadian patent applications owned by DVA as of the effective
       date of this Agreement, directed to Licensed Products and/or any
       Manufacturing Apparatus and/or any Manufacturing Process, under which
       patents and patent applications (as well as divisionals, continuations,
       continuation-in-part applications, reissues, reexaminations and
       extensions thereof) DVA has, as of the effective date of this Agreement,
       the right to grant licenses to LICENSEE of the scope granted herein,
       PROVIDED HOWEVER that such grant, or the exercise of rights under such
       grant, will not result in the payment of royalties or other consideration
       by DVA to third

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       parties (except for payments to Affiliates of DVA and payments to third
       parties for inventions made by said third parties while employed by DVA
       or any of its Affiliates). United States and Canadian patents relating to
       Licensed Products and/or their manufacture which have issued and are
       licensable by DVA are set forth in Appendix A. DVA shall provide LICENSEE
       on at least an annual basis an updated version of Appendix A which
       includes any new patent to be added to Appendix A and which indicates the
       expiration of a previously listed patent by the addition of the letter
       "E" following the patent number.

2.20   "Licensed Patent(s)" shall mean those DVA-owned United States and
       Canadian patents listed in Appendix B of this Agreement, these being the
       DVA Patent(s) under which LICENSEE has agreed to take a license. Any DVA
       Patent(s) listed in Appendix A may be added to Appendix B and thereby
       become a Licensed Patent by written agreement of the parties.

2.21   "Transfer(s)" (Transferred) as used herein shall mean (i) sell and/or
       sold, (ii) deliver(ed) to others (including for export) other than by
       sale, regardless of the basis of compensation, if any, (for example, by
       consignment, by gift or by transshipment through an intermediate country
       or territory such as Switzerland, Hong Kong, et cetera) and/or (iii) sell
       (sold) in combination with other products.

2.22   "Type Number" shall mean any combination of numbers, letters, and/or
       words used to identify a particular type or model of Licensed Product.

2.23   "Affiliate(s)" shall mean any corporation, company, or other business
       entity controlled by a party to this Agreement. For this purpose, control
       means direct or indirect beneficial ownership of greater than fifty
       percent (50%) of the voting securities or greater than fifty percent
       (50%) interest in the income of such corporation, company, or other
       business entity.

2.24   "Arm's Length Trade" shall mean a sale, lease or other commercial
       transaction between unaffiliated parties having an adverse economic
       interest. After completion of an Arm's Length Trade, a party thereto will
       derive no further economic benefit from subsequent transactions by
       another party thereto with respect to the goods involved in such Arm's
       Length Trade.

2.25   "Manufacturer's Net Selling Price" shall mean the invoice price after
       discounts actually allowed for a Licensed Product sold in Arm's Length
       Trade by LICENSEE or its Affiliate, such price not to include: (1)
       packaging costs incurred by LICENSEE for such Licensed Product; (2)
       insurance fees and

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       packing and transportation charges incurred by LICENSEE and invoiced
       separately to a third party; (3) duties and sales taxes actually incurred
       and paid by LICENSEE in connection with delivery of such Licensed
       Product; (4) the cost of any copyright license fee paid by LICENSEE in
       respect of information stored on the Licensed Product; and (5) pre-
       mastering charges incurred by LICENSEE and necessary for the manufacture
       of the Licensed Product, which pre-mastering charges are invoiced
       separately to a third party. Manufacturer's Net Selling Price shall
       include all mastering charges, including but not limited to charges
       incurred for Manufacturing Apparatus used in the mastering process,
       whether such mastering charges are incurred as the result of LICENSEE's
       own Manufacturing Apparatus, or from mastering charges invoiced
       separately to a third party, such as LICENSEE's purchase of a stamper
       from a third party. In respect of a Licensed Product used or leased by
       LICENSEE or its Affiliate or sold or Transferred in other than Arm's
       Length Trade by LICENSEE or its Affiliate, the Manufacturer's Net Selling
       Price shall be deemed to be equal to the average Manufacturer's Net
       Selling Price as defined above for the same or equivalent Licensed
       Product sold in Arm's Length Trade during the then current accounting
       period. In the event there are no sales in Arm's Length Trade during an
       accounting period, DVA and LICENSEE shall attempt to agree upon an amount
       to be regarded as the Manufacturer's Net Selling Price for such
       accounting period. If DVA and LICENSEE do not so agree, then
       Manufacturer's Net Selling Price shall mean the actual selling price to
       an ultimate consumer. If a Licensed Product is not separately sold and is
       included with other apparatus, then the Manufacturer's Net Selling Price
       of such Licensed Product shall be the Manufacturer's Net Selling Price of
       the equivalent Licensed Product which is separately sold, or, if no such
       equivalent Licensed Product exists, shall be, at LICENSEE's option,
       either: (1) the price as aforesaid of such other apparatus multiplied by
       the ratio of the Manufacturing Cost of such Licensed Product to the
       Manufacturing Cost of such other apparatus; or (2) one hundred and fifty
       percent (150%) of the Manufacturer's Net Selling Price of that part of
       the apparatus that constitutes the Licensed Product.

2.26   "Manufacturing Cost" shall mean total cost of direct materials, direct
       and indirect factory labor and factory overhead determined in accordance
       with sound accounting principles.

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SECTION 3.0 NON-EXCLUSIVE LICENSE GRANT

3.1    DVA grants to LICENSEE a non-exclusive, royalty bearing license under
       the Licensed Patent(s):

       3.1.1  to make, have made, use, rent, lease, sell and/or Transfer
              Licensed Products in the United States of America and Canada and
              their territories and possessions; and

       3.1.2  to make, have made, use or have used Manufacturing Apparatus and
              to use or have used Manufacturing Processes in the United States
              of America and Canada and their territories and possessions to
              manufacture Licensed Products for LICENSEE.

       It is understood by LICENSEE that licenses under additional DVA Patent(s)
       not listed in Appendix B may be required before LICENSEE can make, use,
       rent, lease, sell and/or Transfer Licensed Products free and clear of all
       claims of patent infringement by DVA. LICENSEE may obtain from DVA a
       determination as to the applicability of any DVA Patent(s) to LICENSEE's
       products by use of the factory inspection provisions of Section 10.0 of
       this Agreement. In any event, DVA reserves the right to bring a patent
       infringement action against LICENSEE with respect to any DVA Patent(s)
       not listed in Appendix B.

3.2    No license is granted by DVA to LICENSEE in this Section 3.0, either
       expressly or by implication, estoppel, or otherwise:

       3.2.1  other than under the Licensed Patent(s) listed in Appendix B;

       3.2.2  with respect to any products other than Licensed Products;

       3.2.3  to rent, lease, sell and/or Transfer any Manufacturing Apparatus;
              or

       3.2.4  to rent, lease, sell and/or Transfer any Manufacturing Process or
              process step thereof.

3.3    The license granted herein shall include a sublicense to LICENSEE's
       Affiliates, identified in Appendix C, which are LICENSEE's Affiliates as
       of the effective date of this Agreement. LICENSEE shall pay and account
       to DVA for royalties hereunder with respect to the exercise by any
       Affiliate of LICENSEE of the sublicense granted to it hereunder, and if
       LICENSEE fails to make such payment or accounting, DVA reserves the right
       to seek directly from such Affiliate any

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       royalties due and owing to DVA. Sublicenses will be granted to additional
       Affiliates of LICENSEE during the term of this Agreement upon receipt by
       DVA of written notices from LICENSEE setting forth the names and
       addresses of such additional Affiliates to be covered by this Agreement,
       provided each such notice is given before any sales of Licensed Products
       by the Affiliate named therein. Each Affiliate sublicensed under this
       Agreement shall be bound by the terms and conditions of this Agreement as
       if it were named herein in the place of LICENSEE. LICENSEE represents to
       DVA that it has the power to bind each such Affiliate to the terms and
       conditions of this Agreement and agrees to take whatever action is
       necessary to legally bind such Affiliates. The sublicense granted to an
       Affiliate shall terminate on the date such Affiliate ceases to be an
       Affiliate.

3.4    Except as set forth in Section 3.3, LICENSEE is expressly not granted
       the right to sublicense third parties under this Agreement.

SECTION 4.0 RELEASE
4.1    Upon payment of the consideration set forth in Section 5.8, DVA
       irrevocably releases LICENSEE and its Affiliates, identified in Appendix
       C, which are LICENSEE's Affiliates as of the effective date of this
       Agreement, from any and all claims of infringement of the Licensed
       Patent(s), which claims have been made or which might be made at any
       time, with respect to any Licensed Products used, rented, leased, sold,
       or otherwise Transferred by or for LICENSEE or its sublicensed Affiliates
       before the effective date of this Agreement, to the extent such Licensed
       Products would have been licensed hereunder had they been manufactured,
       used, rented, leased, sold, or otherwise Transferred after the effective
       date of this Agreement. This release shall not apply to any Licensed
       Product on which a royalty accrues after the effective date of this
       Agreement. This release applies only to the Licensed Patent(s) and does
       not apply to any other DVA Patent(s). LICENSEE may remain liable for
       infringement of other DVA Patent(s).

4.2    LICENSEE expressly represents that its Affiliates identified in Appendix
       C include all of LICENSEE's Affiliates as of the effective date of this
       Agreement.

SECTION 5.0  ROYALTIES AND OTHER PAYMENTS
5.1    LICENSEE shall pay, as hereinafter provided, earned royalties to DVA with
       respect to both of the following for:

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       5.1.1  each Licensed Product for which LICENSEE is licensed hereunder in
              the country of manufacture; and

       5.1.2  each Licensed Product for which LICENSEE is licensed hereunder in
              the country of use, rental, lease, sale or Transfer.

5.2    For each Licensed Product manufactured in the United States of America or
       Canada or their territories or possessions, no more than one royalty
       shall be due for such Licensed Product, regardless of the number of
       countries in which the use, distribution and sale of such Licensed
       Product occurs.

5.3    LICENSEE shall pay to DVA a royalty as set forth below in Section 5.4 or
       as set forth below in Section 5.5. LICENSEE's election between the
       royalty of Section 5.4 and the royalty of Section 5.5 shall be made in
       writing to DVA for each type of Licensed Product on or before submission
       of the royalty report for the first accounting period for which royalty
       is to be paid for such type of Licensed Product. This election, once
       made, cannot be changed except as provided herein. For any given
       accounting period, LICENSEE shall pay the same royalty for each Licensed
       Product of the same type.

       If Section 5.4 is selected, and LICENSEE subsequently wishes to change
       its royalty election, LICENSEE may change the royalty election by
       notifying DVA in writing, on or before submission of the royalty report
       for the next accounting period for which such royalties are to be paid,
       of LICENSEE'S election to pay royalties pursuant to Section 5.5 herein,
       and of the Licensed Patent(s) to be included in Appendix B. Appendix B
       shall thereupon be amended to list the Licensed Patent(s) in accordance
       with LICENSEE's written notification, LICENSEE shall be liable for
       royalty payments pursuant to Section 5.4 up to the date of DVA's receipt
       of written notice of LICENSEE's change of royalty election.

       If LICENSEE is considering an election to pay royalties pursuant to
       Section 5.5, LICENSEE may request a factory inspection in accordance with
       Section 10.0. If Section 5.5 is selected, DVA reserves the right to bring
       a patent infringement action against LICENSEE with respect to any DVA
       Patent(s) not listed in Appendix B.

       The royalty election may be changed from Section 5.5 to Section 5.4 by
       written agreement of the parties.

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5.4    As a first option, LICENSEE shall pay to DVA each of the following
       royalties:

       5.4.1  For each Licensed Product which is manufactured, used, rented,
              leased, sold and/or Transferred by or for LICENSEE and/or its
              Affiliates, LICENSEE shall pay to DVA a royalty for:

              5.4.1.1   Digital Discs (except CD Single Discs): three cents
                        (U.S. $0.03) per information bearing layer; and

              5.4.1.2   CD Single Discs: two cents (U.S. $0.02) per information
                        bearing layer.

              5.4.1.3   With respect to each of the preceding Sections 5.4.1.1
                        and 5.4.1.2, LICENSEE shall have the option of paying a
                        royalty of three percent (3.0%) of the Manufacturer's
                        Net Selling Price.

5.5    As a second option, LICENSEE shall pay to DVA for each Licensed Product
       which is manufactured, used, rented, leased, sold and/or Transferred by
       or for LICENSEE and/or its Affiliates, a royalty equal to the sum total
       of the individual patent royalty rates of Licensed Patent(s) as a
       percentage of the Manufacturer's Net Selling Price of such Licensed
       Product, such individual rates being set forth in Appendix B.

5.6    No royalties shall be paid by LICENSEE for:

       5.6.1  Licensed Products manufactured for LICENSEE by any other DVA
              licensee, so long as the other DVA licensee has fully paid and
              reported royalties to DVA on such Licensed Products and has
              identified LICENSEE as the purchaser of such Licensed Products in
              its royalty reports to DVA. If the other DVA licensee has paid a
              partial royalty to DVA, then LICENSEE shall receive a credit for
              that partial royalty.

       5.6.2  Licensed Products manufactured by LICENSEE for any other DVA
              licensee, so long as the other licensee has fully paid and
              reported royalties to DVA on such Licensed Products, and LICENSEE
              has identified such other DVA licensee as the purchaser, and both
              LICENSEE and such other DVA licensee have both identified the
              other in their respective royalty reports due DVA reporting such
              transaction.

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              If the other DVA licensee has paid a partial royalty to DVA, then
              LICENSEE shall a receive credit for that partial royalty.

5.7    Lists of manufacturers that have a valid patent license agreement for
       Licensed Products with DVA are listed in Appendix D-1 and D-2. These
       lists will be updated annually. If LICENSEE purchases Licensed Products
       from any manufacturer listed in Appendix D-2 (licensed manufacturers not
       paying U.S. and Canadian royalty rates), and uses, rents, leases, sells
       and/or Transfers such Licensed Products in the United States of America
       or Canada or their territories or possessions, then LICENSEE shall:

       5.7.1  pay to DVA a royalty of two United States cents (U.S. $0.02) per
              information bearing layer; or

       5.7.2  submit the royalty report described in Section 6.6 to both DVA and
              each such licensed manufacturer. If LICENSEE chooses this option,
              DVA will demand, where appropriate, payment of the owed royalties
              as specified in Section 5.7.1 from the licensed manufacturer. If
              the licensed manufacturer does not pay these royalties within
              sixty (60) days of DVA's demand, LICENSEE must pay these
              royalties. The fact that DVA seeks payment from the licensed
              manufacturer in no way absolves LICENSEE of liability for these
              royalties.

5.8    LICENSEE agrees to pay DVA within sixty (60) days of the execution of
       this Agreement, the sum of Twenty Thousand United States Dollars
       ($20,000) as additional consideration for the release granted LICENSEE in
       Section 4.0. This sum is not refundable and is not creditable toward
       royalties set forth in this Section 5.0. LICENSEE and its Affiliates are
       jointly and severally liable for this payment, and if LICENSEE fails to
       make this payment, then DVA reserves the right to seek such payment from
       any or all of LICENSEE's Affiliates.

Section 6.0  ACCRUALS, RECORDS AND REPORTS
6.1    Royalties shall accrue when any Licensed Product with respect to which
       royalty payments are required by Section 5.0 of this Agreement is sold
       (as evidenced by bill or invoice), first rented, first leased, first put
       into use or Transferred, whether or not payment is received by LICENSEE.
       On sales or Transfers between LICENSEE and its Affiliate for resale or
       for further Transfer, the royalty shall accrue at the time of sale or
       Transfer to the Affiliate.

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6.2    LICENSEE shall pay royalties and other sums of money due hereunder in
       United States dollars. All royalties for an accounting period computed on
       invoiced amounts in currencies other than United States dollars shall be
       converted directly into United States dollars, without intermediate
       conversions to another currency, at the currency exchange rate quoted by
       either the United States edition of the Wall Street Journal or the head
       office of Citibank N.A. of New York, New York at the close of banking on
       the last business day of such accounting period.

6.3    An accounting period shall end on the last day of each March, June,
       September and December during the term of this Agreement. The first
       accounting period under this Agreement shall be for a period commencing
       as of the effective date of this Agreement. Within sixty (60) days after
       the end of each such period, LICENSEE shall furnish to DVA the written
       reports containing the information specified in Sections 6.4, 6.5 and 6.6
       hereof and shall pay to DVA all owed royalties accrued hereunder in favor
       of DVA to the end of each such period. If LICENSEE chooses the option
       specified in Section 5.7.2, LICENSEE shall also send the applicable
       licensed manufacturer a copy of the royalty report specified in Section
       6.6 within the same sixty-day period.

6.4    With respect to Licensed Products LICENSEE manufactures or purchases from
       a manufacturer not listed in either Appendix D-1 or D-2, LICENSEE shall
       submit a royalty report including the following information:

       6.4.1   identification by Type Number, brand name and/or label name,
               Licensed Product type (for example, CD Digital Audio, CD-ROM,
               etc.), Manufacturer's Net Selling Price, and quantity of each
               Licensed Product type upon which royalty has accrued pursuant to
               Section 6.1;

       6.4.2   the name of the manufacturer, city and either state or country of
               the manufacture and the countries in which LICENSEE sold (as
               evidenced by bill or invoice), first rented, first leased, first
               put into use or Transferred those Licensed Products; and

       6.4.3   identification of the royalty basis used for each Licensed
               Product type pursuant to the provisions of Section 5.0, the
               amount of royalties due for each Licensed Product type, all
               information required to show how such amount has been calculated
               and the aggregate amount of all royalties due.

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       In the event that Section 6.4.1. does not apply, LICENSEE shall so state.
       In the event no royalties are due, LICENSEE's report shall so state.

6.5    With respect to Licensed Products LICENSEE purchases from a licensed
       manufacturer listed in Appendix D-1, LICENSEE shall submit a royalty
       report including the following information:

       6.5.1   identification by Type Number, brand name and/or label name,
               Licensed Product type (for example, CD Digital Audio, CD-ROM,
               etc.) Manufacturer's Net Selling Price, and quantity of each
               Licensed Product type upon which royalty has accrued pursuant to
               Section 6.1;

       6.5.2   the name of the licensed manufacture, city and either state or
               country of the manufacturer and the countries in which LICENSEE
               sold (as evidenced by bill or invoice), first rented, first
               leased, first put into use or Transferred those Licensed
               Products;

       6.5.3   identification of the royalty basis used for each Licensed
               Product type pursuant to the provisions of Section 5.0, the
               amount of royalties due for each Licensed Product type, all
               information required to show how such amount has been calculated
               and the aggregate amount of all royalties due; and

       6.5.4   identification by Type Number, brand name and/or label name,
               Licensed Product type (for example, CD Digital Audio, CD-ROM,
               etc.), and quantity of each Licensed Product type which is
               available for sale by LICENSEE during the applicable account
               period which is exempt from royalty in accordance with Section
               5.6.

       In the event that either of Sections 6.5.1 and 6.5.4 do not apply,
       LICENSEE shall so state as to each such Section. In the event no
       royalties are due, LICENSEE's report shall so state.

6.6    With respect to Licensed Products LICENSEE purchases from a licensed,
       manufacturer listed in Appendix D-2, LICENSEE shall submit a royalty
       report for each such licensed manufacturer including the following
       information:

       6.6.1   identification by Type Number, brand name and/or label name,
               Licensed Product type (for example, CD Digital Audio, CD-ROM,

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               etc.), Manufacturer's Net Selling Price, and quantity of each
               Licensed Product type purchased from the licensed manufacturer;

       6.6.2   the name of the licensed manufacturer, city and country of the
               manufacture, and the countries in which LICENSEE sold (as
               evidenced by bill or invoice), first rented, first leased, first
               put into use or Transferred those Licensed Products;

       6.6.3   the total number of Licensed Products purchased from the licensed
               manufacturer and the total number of information bearing layers;
               and

       6.6.4   the royalty rate specified in Section 5.7.1 (if applicable), the
               amount, if any, of the royalty paid by LICENSEE, and the total
               outstanding royalty owed DVA for Licensed Products purchased from
               the licensed manufacturer.

6.7    LICENSEE's royalty reports shall be certified by an officer of LICENSEE
       or by a designee of such officer to be correct to the best of LICENSEE's
       knowledge and information.

6.8    LICENSEE shall keep separate records in sufficient detail to permit the
       determination of royalties payable hereunder. At the request of DVA,
       LICENSEE will permit an independent auditor and/or technical consultant
       selected by DVA, or any other person or persons acceptable to both DVA
       and LICENSEE, to examine during ordinary business hours once in each
       calendar year such reports and other documents as may be necessary to
       verify or determine royalties paid or payable under this Agreement. Such
       auditor, technical consultant or other person(s) shall be instructed to
       report to DVA only the amount of royalties due and payable. If no request
       for examination of such records for any particular accounting period has
       been made by DVA within five (5) years after the end of said period, the
       right to examine such records for said period, and the obligation to keep
       such records for said period, shall terminate.

6.9    The fees and expenses of DVA's representatives performing any examination
       of record under Section 6.8 shall be borne by DVA. However, if an error
       in royalties of more than three percent (3.0%) if the total royalties due
       is discovered for any year examined, then the total fees and expenses of
       these representatives shall be borne by LICENSEE.

                                 Page 14 of 23
<PAGE>

SECTION 7.0  INTEREST ON OVERDUE ROYALTIES AND OTHER PAYMENTS
7.1    LICENSEE shall be liable for interest at a rate of one and one-half
       percent (1.5%) per month compounded monthly on any overdue royalty or
       other payment set forth in Section 5.0 herein, commencing on the date
       such royalty or other payment becomes due. If such interest rate exceeds
       the maximum legal rate in the jurisdiction where a claim therefor is
       being asserted, the interest rate shall be reduced to such maximum legal
       rate.

SECTION 8.0  ASSIGNMENTS
8.1    LICENSEE shall not assign any of its rights or privileges hereunder
       without the prior written consent of DVA, except to a successor in
       ownership of all or substantially all the assets of LICENSEE, which
       successor expressly assumes in writing the performance of all the terms
       and conditions of this Agreement to be performed by LICENSEE as if it
       were named herein in the place of LICENSEE. After any such assignment,
       LICENSEE shall no longer be licensed hereunder.

SECTION 9.0  LICENSE TO DVA
9.1    LICENSEE grants to DVA and its Affiliates an irrevocable, worldwide, non-
       exclusive, royalty-free license under LICENSEE's patents and patent
       applications to make, have made, use, lease, sell or otherwise Transfer
       products corresponding to the Licensed Products defined herein, and to
       make, have made, use or have used Manufacturing Apparatus in the
       manufacture of such products and to practice or have practiced
       Manufacturing Processes in the manufacture of such products. Said license
       to DVA and its Affiliates shall be effective as of the date LICENSEE
       first pays royalties in accordance with Section 5.0 hereof. Said license
       shall be with respect to all of LICENSEE's patents and patent
       applications, including utility models, design patents, divisionals,
       reissues, extensions, continuations, and reexaminations, under which
       patents and patent applications LICENSEE now has or hereafter, during the
       term of this Agreement, obtains the right to grant licenses to DVA of the
       scope granted herein.

9.2    The license as set forth in Section 9.1 shall not apply with respect to
       any patent of LICENSEE, if such grant would result in the payment of
       royalties by LICENSEE to third parties, except for payments to Affiliates
       of LICENSEE and payments to third parties for inventions made by said
       third parties while employed by LICENSEE or any of its Affiliates.

SECTION 10.0  FACTORY INSPECTION
10.1   At LICENSEE's request, DVA will perform a factory inspection at
       LICENSEE's Licensed Product manufacturing facility, or the Licensed
       Product manufacturing

                                 Page 15 of 23
<PAGE>

       facility of the manufacturer who supplies Licensed Products to LICENSEE,
       and thereafter provide LICENSEE with claim charts indicating which DVA
       Patent(s) listed in Appendix A apply to LICENSEE's products. If LICENSEE
       is not the manufacturer, it is LICENSEE's responsibility to obtain the
       authorization of the manufacturer for DVA to perform the desired factory
       inspection. LICENSEE shall pay to DVA an inspection fee of Fifty Thousand
       United States dollars (U.S. $50,000) for each Licensed Product
       manufacturing facility to be inspected, said fee to be paid prior to each
       inspection.

10.2   If LICENSEE notifies DVA that LICENSEE wishes to have the factory
       inspection set forth in Section 10.1, then LICENSEE agrees to allow, or
       to obtain authorization to allow, the representatives of DVA to inspect
       the manufacturing facility as follows:

       10.2.1  DVA's representatives shall be allowed to inspect those parts of
               the manufacturing facility which are directly related to the
               possible infringement of DVA Patent(s). The inspection shall be
               made during reasonable business hours as soon as practically
               possible after payment of the inspection fee by LICENSEE. DVA and
               LICENSEE shall determine by mutual agreement the time, duration
               and other detailed manner and schedule of such inspection.

       10.2.2  The employees at the manufacturing facility will be directed, to
               the best of LICENSEE's ability, to answer all questions asked by
               the DVA representatives and will allow the full and complete
               inspection, copying, videotaping and photographing of all
               documentation, machines, methods, and materials used in, at, or
               with a part of the manufacturing facility which LICENSEE has the
               right to disclose to others, as long as such questions and/or
               such part of the facility is directly related to the possible
               infringement. Any notes made by the DVA representatives and any
               documents, photographs, and videotapes shall be stamped
               "CONFIDENTIAL."

      10.2.3   Any inspection of a Licensed Product manufacturing facility shall
               be on a confidential basis, and information learned as a result
               thereof shall be used for no purpose other than the technical
               discussions set forth herein. DVA shall safeguard the
               confidential information learned with standards at least as high
               as those that it uses to safeguard its own confidential
               information.

                                 Page 16 of 23
<PAGE>

      10.2.4  DVA shall not divulge any information obtained or learned as a
              result of such inspection to any other person or entity other
              than LICENSEE, including but not limited to other DVA licensees.
              This obligation shall not apply to information which is or
              becomes publicly available through no fault of DVA or is
              rightfully obtained without a bind of secrecy.

      10.2.5  DVA shall use its best efforts to provide, within sixty (60)
              days from the inspection of the Licensed Product manufacturing
              facility, a report in writing to LICENSEE. The report shall
              include those DVA Patent(s) which DVA believes are infringed by
              such facility and shall be in the form of claim charts providing
              the basis and reasons for the possible infringement of the DVA
              Patent(s) in question.

              DVA shall use its best efforts to include in the report all DVA
              Patent(s) which DVA believes are infringed by such facility. It
              is understood and agreed by LICENSEE that the exclusion of one
              or more DVA Patents neither stops DVA from asserting a claim of
              infringement against LICENSEE under such DVA Patent(s), nor
              affects the rights of DVA in any way with respect to such DVA
              Patent(s).

              It is understood and agreed by LICENSEE that this report and
              these claim charts are for settlement purposes only and cannot
              and will not be used for any other purpose. LICENSEE agrees to
              keep this report and these claim charts confidential and not to
              disclose them to any other party.

10.3  LICENSEE can elect this inspection option once per calendar year. Any
      inspection of a Licensed Product manufacturing facility after the first
      inspection of such manufacturing facility shall be performed for a fee
      to be determined and agreed upon between DVA and LICENSEE.

Section 11.0 TERM OF AGREEMENT; TERMINATION
11.1  Subject to Section 11.5 below, the term of this Agreement shall be from
      the effective date hereof until the expiration of the last to expire of
      the Licensed Patent(s), unless previously terminated as hereinafter
      provided.

11.2  LICENSEE may terminate the license granted herein, but only in its
      entirety, at any time by giving notice in writing to DVA. Such
      termination shall be effective on the date such notice is received by
      DVA.

                                 Page 17 of 23
<PAGE>

11.3  DVA shall have the right to terminate this Agreement in the event:

      11.3.1  LICENSEE fails to make any payment when due under this Agreement
              and such payment is not made within sixty (60) days of written
              notice from DVA; or

      11.3.2  LICENSEE defaults under any term of this Agreement, other than
              a default involving the payment of money, which default is not
              cured within thirty (30) days of written notice from DVA; or

      11.3.3  LICENSEE becomes insolvent or admits in writing its inability
              to pay its debts as they mature or makes an assignment for the
              benefit of creditors; or

      11.3.4  LICENSEE files a petition under any foreign or U.S. bankruptcy
              law.

      The rights and remedies set forth in this section are not exclusive and
      are in addition to any other rights and remedies available to DVA under
      this Agreement or at law or equity.

11.4  In the event this Agreement or the license granted hereunder
      shall be terminated pursuant to this Section 11.0 or assigned
      pursuant to Section 8.0, the corresponding sublicenses granted
      to Affiliates of LICENSEE pursuant to Section 3.3 shall
      likewise terminate, but no notices need be given by DVA to such
      Affiliates.

11.5  Any expiration or termination of this Agreement pursuant to
      this Section 11.0, or any termination of a sublicense pursuant
      to Section 3.3, shall not relieve LICENSEE of any obligation or
      liability accrued hereunder prior to such termination
      (including, without limitation, the obligations set forth in
      Sections 5.0, 6.0 and 7.0), or rescind or give rise to any
      right to rescind anything done by LICENSEE or any payments made
      or other consideration given to DVA hereunder prior to the time
      such termination becomes effective, and such termination shall
      not affect in any manner any rights of DVA arising under this
      Agreement prior to such termination.

                                 Page 18 of 23
<PAGE>

SECTION 12.0  PAYMENTS, NOTICES AND OTHER COMMUNICATIONS

12.1   Any notice or other communication pursuant to this Agreement shall be
       made by registered airmail (except that registered or certified mail
       may be used where delivery is in the same country as mailing) and
       shall be effective upon receipt by the addressee. Such notice or
       communication shall be mailed to:

       12.1.1  In the case of DVA:

                   Dennis Fischel
                   President
                   DISCOVISION ASSOCIATES
                   Post Office Box 19616
                   Irvine, California 92713

       12.1.2  In the case of LICENSEE:

                   Alex Sandel
                   FUTURE MEDIA PRODUCTIONS
                   25136 Anza Drive
                   Valencia, California 91355

12.2   LICENSEE's royalty reports, as described in Section 6.0 of this
       Agreement, shall be mailed via air mail to:

                   DISCOVISION ASSOCIATES
                   ATTN: Controller
                   Post Office Box 19616
                   Irvine, California 92713

                   Fax No.: (714) 660-1801

       A summary of the report, which states the total royalty to be paid,
       shall be sent by facsimile to DVA on, or before, the mailing of the
       complete report.

12.3   All payments set forth in Section 5.0 of this Agreement shall be paid
       via bank wire transfer to:

                   Federal Reserve Bank of San Francisco
                   For Credit to Sumitomo Bank of California
                   San Francisco - Head Office
                   ABA:  121002042

                                 Page 19 of 23
<PAGE>

       For Further Credit to:

                   The Sumitomo Bank, Ltd., Los Angeles Branch
                   for Account of Discovision Associates
                   ABA:  122041594
                   ACCOUNT NUMBER: 046-133013-70

       or by check payable to DVA and mailed via air mail directly to:

                   DISCOVISION ASSOCIATES
                   ATTN: Controller
                   Post Office Box 19616
                   Irvine, California 92713

SECTION 13.0  APPLICABLE LAW; VENUE; JURISDICTION
13.1   This Agreement shall be construed, and the legal relations between the
       parties hereto shall be determined, in accordance with the laws of the
       State of New York and, as applicable, the laws of the United States of
       America.

13.2   Any dispute that arises under or relates to this Agreement shall, at
       DVA's election, be prosecuted exclusively in the appropriate court
       situated in the State of Delaware, United States of America. LICENSEE
       consents to the venue and jurisdiction of such court for purposes of
       any such dispute, and agrees that a judgment of such court shall be
       enforceable in the jurisdiction in which LICENSEE is located.

SECTION 14.0  MISCELLANEOUS
14.1   Nothing contained in this Agreement shall be construed as:

       14.1.1  requiring the filing of any patent application, the securing
               of any patents or the maintenance of any patents; or

       14.1.2  a warranty or representation by DVA as to the validity or
               scope of any Licensed Patent; or

       14.1.3  a warranty or representation that the manufacture, use,
               rental, lease, sale or other Transfer of any Licensed Product
               is free from infringement of any patents or other rights of
               third parties; or

       14.1.4  an obligation on the part of DVA to furnish any manufacturing
               or technical information, or any information concerning other
               licensees; or

                                 Page 20 of 23
<PAGE>

       14.1.5  an obligation upon DVA to make any determination as to the
               applicability of its patents to any of LICENSEE's products,
               except as otherwise provided in Section 10.0; or

       14.1.6  a license with respect to any act which would otherwise
               constitute inducement of infringement or contributory
               infringement under United States patent law or its equivalent
               under any law foreign to the United States; or

       14.1.7  conferring any right to use, in advertising, publicity, or
               otherwise, any name, trade name, trademark, service mark,
               symbol or any other identification or any contraction,
               abbreviation or simulation thereof; or

       14.1.8  conferring any rights by implication, estoppel or otherwise,
               to or under copyrights with respect to any computer software
               under any present system of statutory protection or one
               hereinafter enacted in any country or countries, wherein the
               copying of such computer software is a requisite of
               infringement under such system; or

       14.1.9  an obligation to bring or prosecute actions or suits against
               third parties for infringement of any patent.

14.2   LICENSEE shall have the complete responsibility and shall use its
       best efforts to obtain all necessary approvals and validations of
       this Agreement, including all necessary approvals and validations for
       any products made, used or sold hereunder.

14.3   LICENSEE will sell and deliver to DVA, F.O.B. LICENSEE's shipping
       point, any Licensed Product ordered from LICENSEE by DVA and which is
       available for sale by LICENSEE. LICENSEE will also sell and deliver to
       DVA a copy of each manual (including, but not limited to, service, use
       and other technical manuals) relevant to a Licensed Product which is
       available for sale by LICENSEE, provided that, upon request by
       LICENSEE, DVA first delivers to LICENSEE a letter agreeing to hold
       such manual in confidence and to use it only for reverse engineering
       purposes. Any such sales will be at the same prices charged to
       LICENSEE's most favored customer.

14.4   The waiver by either party of a breach or default of any provision of
       this Agreement by the other party shall not be construed as a waiver
       of any succeeding breach of the same or any other provision, nor shall
       any delay or omission on the part of either party to exercise or avail
       itself of any right, power

                                 Page 21 of 23
<PAGE>

       or privilege that it has or may have hereunder operate as a waiver of any
       right, power or privilege of such party.

14.5   It is the intention of both parties to make this Agreement
       binding only to the extent that it may be lawfully done under existing
       applicable law as identified in Section 13.0. If any sentence, paragraph,
       clause or combination of the same is in violation of any applicable law,
       that portion which is in violation shall be severed from this Agreement
       and the remainder of this Agreement shall remain binding upon the
       parties hereto, except that no license is granted, expressly or by
       implication, unless royalties are paid pursuant to Section 5.0.

14.6   Each party represents and warrants that it has the full right and
       power to enter into this Agreement and that there are no outstanding
       agreements, assignments, or encumbrances to which the representing party
       is bound which may restrict, or prohibit entry into, or performance
       under, this Agreement. DVA further represents and warrants that it has
       the full power to grant the license and release set forth in Sections
       3.0 and 4.0. Neither party makes any other representations or
       warranties, express or implied, other than the representations set forth
       in Sections 3.3 and 4.2 regarding Affiliates.

14.7   The headings of the several sections are inserted for convenience
       of reference only and are not intended to affect the meaning or
       interpretation of this Agreement.

14.8   The specifications referred to in various definitions in Section
       2.0 of this Agreement (i.e., the Red Book, Green Book, Yellow Book and
       Rainbow Book) are for clarity and the convenience of the parties in
       determining the product(s) that the parties intend to be licensed under
       this Agreement.

14.9   This Agreement may be executed in any number of copies, but all
       of such counterparts together shall constitute one and the same
       Agreement.

14.10  The parties hereto acknowledge that this instrument sets forth
       the entire agreement and understanding of the parties hereto and shall
       supersede all previous communications, representations and
       understandings, either oral or written, between the parties relating to
       the subject matter hereof, except prior written agreements signed by
       both parties, and shall not be subject to any changes or modifications
       except by the signing of a written instrument by or on behalf of both
       parties hereto.

                                 Page 22 of 23
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
signed as of the dates written below, to be effective as of the date first
above written.

                                           DISCOVISION ASSOCIATES




                                           /s/ Dennis Fischel
                                           --------------------------------
                                   By:     Dennis Fischel
Witness:                           Title:  President



[ILLEGIBLE]                        Date:   Sept. 16, 1996
--------------------------------           --------------------------------


                                           FUTURE MEDIA PRODUCTIONS


EL:DHT:dh


Witness:                                   /s/ Alex Sandel
                                           --------------------------------
                                   By:     Alex Sandel
                                   Title:



                                   Date:    8-26-96
--------------------------------           --------------------------------

                                 Page 23 of 23
<PAGE>

                                  APPENDIX A

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              INDIVIDUAL
                               PATENT
                    PATENT     ROYALTY
   COUNTRY          NUMBER      RATE                                         TITLE
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>             <C>      <C>
UNITED STATES   US 4,152,586    1.65%    OPTICAL TRANSDUCER AND FOCUSING SYSTEM
 (Cont.)        US 4,161,752    2.00%    HIGH DENSITY VIDEO DISC HAVING TWO PIT DEPTHS
                US 4,161,753    2.00%    VIDEO RECORDING DISK WITH INTERLACING OF DATA FOR FRAMES ON THE SAME TRACK
                US 4,185,065    1.65%    APPARATUS FOR REPLICATING CENTRALLY APERTURED VIDEO DISC RECORDS
                US 4,100,880    1.65%    DIGITAL METHOD AND APPARATUS FOR ROTATING AN INFORMATION STORAGE DISC
                US 4,204,199    2.00%    METHOD AND MEANS FOR ENCODING AND DECODING DIGITAL DATA
                US 4,210,031    2.00%    VIDEO PLAYER AND/OR RECORDER WITH HADAMARD TRANSFORM
                US 4,211,617    2.00%    PROCESS FOR PRODUCING A STAMPER FOR VIDEODISC PURPOSES
                US 4,222,072    2.00%    VIDEO PLAYER/RECORDER WITH NON-LINEAR MARK LENGTH MODULATION
                US 4,225,873    2.00%    RECORDING AND PLAYBACK SYSTEM
                US 4,228,326    2.00%    SYSTEM FOR RECORDING INFORMATION ON A ROTATABLE STORAGE DISC IN A SUBSTANTIALLY UNIFORM
                                                RECORDING DENSITY
                US 4,232,388    1.00%    METHOD AND MEANS FOR ENCODING AND DECODING DIGITAL DATA
                US 4,241,698    1.65%    VACUUM EVAPORATION SYSTEM FOR THE DEPOSITION OF A THIN EVAPORATED LAYER HAVING A HIGH
                                                DEGREE OF UNIFORMITY
                US 4,252,327    2.00%    VIDEO DISC PLAYER
                US 4,256,374    0.75%    WRITE AND READ OBJECTIVE LENS FOR HIGH DENSITY STORAGE
                US 4,260,360    1.65%    METHOD AND MEANS FOR REPLICATING CENTRALLY APERTURED VIDEO DISC RECORDS
                US 4,264,911    2.00%    OPTICAL RECORDING DISC AND RELATED METHOD OF MANUFACTURE
                US 4,274,110    2.00%    RECORDING DISC COVER AND PLAYER APPARATUS FOR REMOVING COVER
                US 4,286,848    0.75%    REPRODUCING OBJECTIVE LENS FOR VIDEODISCS
                US 4,307,381    2.00%    METHOD AND MEANS FOR ENCODING AND DECODING DIGITAL DATA
                US 4,310,919    2.00%    OPTICAL VIDEO DISC STRUCTURE
                US 4,313,100    1.20%    METHOD FOR MAKING A COMPOSITE VIDEO DISC
                US 4,313,101    2.00%    RECORDING MEDIUM HAVING A PILOT SIGNAL WITH AN ALIGNED PHASE ANGLE IN ADJACENT TRACKS
                US 4,337,538    2.00%    DRIVE ASSEMBLY FOR A VIDEO RECORDER-PLAYBACK MACHINE
                US 4,330,614    2.00%    SPINDLE ASSEMBLY FOR A VIDEO RECORDER-PLAYBACK MACHINE
                US 4,340,353    1.65%    NOT SPRUE VALUE ASSEMBLY FOR AN INJECTION MOLDING MACHINE
                US 4,340,055    2.00%    VIDEO DISC PLAYER
                US 4,341,469    0.80%    LASER SHADOWGRAPH
                US 4,345,261    2.00%    DIELECTRIC RECORDING MEDIUM
                US 4,347,500    0.80%    SPINDLE CLAMP ASSEMBLY FOR A VIDEO RECORDER-PLAYBACK MACHINE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                  Page 4 of 7
<PAGE>

                                        APPENDIX A

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                  INDIVIDUAL
                                    PATENT
                     PATENT         ROYALTY
  COUNTRY            NUMBER          RATE                              TITLE
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>               <C>            <C>
UNITED STATES   US  4,347,619        2.00%       DIGITAL FORMATTING SYSTEM
(cont.)         US  4,353,767        2.00%       METHOD OF MANUFACTURING AN OPTICAL READING DISC
                US  4,357,633        2.00%       FOCUS DETECTOR FOR AN OPTICAL DISC PLAYBACK SYSTEM
                US  4,358,774        2.00%       APPARATUS AND METHOD FOR CONTROLLING FOCUS IN A RECORDING MEDIUM
                US  4,358,802        1.65%       FLUID CUSHION TURNTABLE FOR VIDEO DISC PLAYER
                US  4,367,545        2.00%       VIDEO DISC PLAYER
                US  4,388,957        0.75%       WIDE APERTURE OBJECTIVE LENS
                US  4,372,741        1.65%       HOT SPRUE VALVE ASSEMBLY FOR AN INJECTION MOLDING MACHINE
                US  4,374,638        1.65%       APPARATUS FOR PRODUCING CENTRALLY APERTURED RECORD DISCS
                US  4,391,578        2.00%       HOT SPRUE VALVE ASSEMBLY FOR AN INJECTION MOLDING MACHINE
                US  4,394,117        2.00%       HOT SPRUE SLEEVE VALVE ASSEMBLY FOR AN INJECTION MOLDING MACHINE
                US  4,397,805        2.00%       METHOD FOR MAKING A VIDEO DISC
                US  4,405,540        1.65%       HOT SPRUE VALVE ASSEMBLY FOR AN INJECTION MOLDING MACHINE
                US  4,412,743        1.00%       OFF-AXIS LIGHT BEAM DEFECT DETECTOR
                US  4,412,805        1.65%       HOT SPRUE ASSEMBLY FOR AN INJECTION MOLDING MACHINE
                US  4,415,138        2.00%       ELASTOMERIC VIDEODISC MOLD OR INTERMEDIATE MEMBER
                US  4,422,189        1.65%       LENS ASSEMBLY FOR A VIDEO RECORDER-PLAYBACK MACHINE
                US  4,422,904        2.00%       METHOD FOR FORMING VIDEO DISCS
                US  4,430,401        2.00%       METHOD FOR PRODUCING A RECORDING DISC STAMPER
                US  4,433,423        2.00%       HIGH QUALITY DELTA MODULATOR
                US  4,439,132        1.65%       HOT SPRUE ASSEMBLY FOR AN INJECTION MOLDING MACHINE
                US  4,441,179        2.00%       OPTICAL VIDEO DISC STRUCTURE
                US  4,445,144        0.60%       METHOD FOR DETECTING ECCENTRICITY IN A VIDEO DISC AND IN A VIDEO DISC PLAYER
                US  4,445,209        2.00%       DITHERED FOCUSING SYSTEMS
                US  4,450,486        2.00%       SYSTEM FOR RECORDING CONTINUOUS-PLAY AND STOP-MOTION SIGNAL
                US  4,451,013        2.00%       VIDEO DISC READ BACK SCANNER
                US  4,455,634        2.00%       AUDIO/VIDEO QUALITY MONITORING SYSTEM
                US  4,456,375        1.20%       OPTICAL DISC MEASUREMENT BY REFRACTION
                US  4,456,014        2.00%       METHOD AND APPARATUS FOR STORING INFORMATION ON A STORAGE MEDIUM
                US  4,465,977        1.65%       ERRONEOUS PULSE SEQUENCE DETECTOR

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                         Page 5 of 7
<PAGE>

                                  APPENDIX A

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                  INDIVIDUAL
                                    PATENT
                     PATENT         ROYALTY
  COUNTRY            NUMBER          RATE                             TITLE
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>               <C>           <C>
UNITED STATES   US  4,466,934        1.65%      HOT SPRUE VALVE ASSEMBLY FOR AN INJECTION MOLDING MACHINE
(cont.)         US  4,467,467        2.00%      VIDEO RECORDER-PLAYBACK MACHINE
                US  4,477,890        1.20%      MAPPING DISC DEFECT DETECTOR
                US  4,479,146        2.00%      VERTICAL CODE VERIFIER
                US  4,488,279        2.00%      VIDEO RECORDER-PLAYBACK MACHINE
                US  4,998,011        1.65%      FLAT PLAT FOCUS SENSING APPARATUS
                US  4,499,502        2.00%      COMPRESSED BANDWIDTH FREQUENCY MODULATION SIGNAL FORMAT APPARATUS AND METHOD
                US  4,499,560        2.00%      WRITING BEAM FOCUS MONITOR
                US  4,500,464        2.00%      PROCESS FOR MAKING A VIDEO RECORD DISC
                US  4,504,939        2.00%      STORAGE MEDIUM TRACK PITCH DETECTOR
                US  4,510,536        2.00%      SIGNAL CONDITIONING METHOD AND APPARATUS FOR FM CODE SIGNAL
                US  4,519,004        2.00%      EXTENDED PLAY VIDEODISC
                US  4,524,444        2.00%      ANALYZING THE SIGNAL TRANSFER CHARACTERISTICS OF A SIGNAL PROCESSING UNIT
                US  4,635,648        1.65%      METHOD AND MEANS FOR DRYING COATINGS ON HEAT SENSITIVE MATERIALS
                US  4,668,000        2.00%      STORAGE MEDIUM TRACK PITCH DETECTOR
                US  4,583,210        2.00%      METHOD AND APPARATUS FOR STORING AND RETRIEVING INFORMATION
                US  4,598,324        2.00%      AUDIO EVALUATION UNDER CONTROL OF VIDEO PICTURE FRAME NUMBER
                US  4,611,318        2.00%      METHOD AND APPARATUS FOR MONITORING THE STORAGE OF INFORMATION ON A STORAGE MEDIUM
                US  4,616,753        2.00%      VIDEO RECORD DISC AND PROCESS FOR MAKING SAME
                US  4,023,837        2.00%      AUDIO/VIDEO QUALITY MONITORING SYSTEM
                US  4,646,084        2.00%      STORAGE MEDIUM TRACK PITCH DETECTOR
                US  4,706,133        2.00%      METHOD AND APPARATUS FOR RECOVERING INFORMATION FROM A VIDEO DISC
                US  4,759,007        2.00%      STORAGE MEDIUM TRACK PITCH DETECTOR
                US  4,764,915        2.00%      METHOD AND APPARATUS FOR RECORDING A MULTIPLEXED SIGNAL ON A RECORD MEDIUM
                US  4,796,098        2.00%      BANDED AND INTERLEAVED VIDEO DISC FORMAT
                US  4,797,752        2.00%      BANDED AND INTERLEAVED VIDEO DISC FORMAT
                US  4,810,223        2.00%      VIDEO RECORD DISC
                US  4,893,297        2.00%      VIDEO RECORD DISC AND PROCESS FOR MAKING SAME
                US  4,986,878        2.00%      METHOD AND APPARATUS FOR SCANNING A RECORDING MEDIUM FOR DEFECTS
</TABLE>

                                  Page 6 of 7
<PAGE>

                                  APPENDIX A

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                               INDIVIDUAL
                                 PATENT
                     PATENT      ROYALTY
  COUNTRY            NUMBER       RATE                            TITLE
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>          <C>
UNITED STATES   US  5,001,568     2.00%     SIGNAL EVALUATION BY ACCUMULATION AT ONE RATE AND RELEASING AND TESTING AT A SLOWER RATE
(cont.)         US  5,003,526     2.00%     SYSTEM FOR RECORDING DIGITAL INFORMATION IN A PULSE-LENGTH MODULATION FORMAT
                US  5,018,020     2.00%     RECORD DISC FOR STORING SEPARATE VIDEO AND AUDIO INFORMATION
                US  5,084,852     2.00%     SYSTEM FOR RECORDING DIGITAL INFORMATION IN A PULSE-LENGTH MODULATION FORMAT
                US  5,126,990     2.00%     A METHOD OF EVALUATING A STORAGE MEDIUM BY RECIRCULATING A TEST SAMPLE OF A SIGNAL
                US  5,136,558     2.00%     TWO AXIS ELECTROMAGNETIC ACTUATOR
                US  5,155,633     1.65%     ANAMORPHIC ACHROMATIC PRISM FOR OPTICAL DISC HEADS
                US  5,177,640     1.65%     TWO-AXIS MOVING COIL ACTUATOR
                US  5,220,434     2.00%     VIDEO RECORDING MEDIUM FOR STOP-MOTION PLAYBACK
                US  5,245,174     2.00%     FOCUS SENSING APPARATUS UTILIZING A REFLECTING SURFACE HAVING VARIABLE REFLECTIVITY
                US  5,253,244     2.00%     SYSTEM FOR RECORDING DIGITAL INFORMATION IN A PULSE-LENGTH MODULATION FORMAT
                US  5,265,079     2.00%     SEEK ACTUATOR FOR OPTICAL RECORDING
                US  5,313,332     0.60%     FLEXURE SUSPENSION FOR TWO AXIS ACTUATOR
                US  5,321,000     2.00%     SYSTEM FOR RECORDING DIGITAL INFORMATION IN A PULSE-LENGTH MODULATION FORMAT
                US  5,331,622     2.00%     COMPACT OPTICAL HEAD
                US  5,349,175     2.00%     FOCUS SENSING APPARATUS USING ELECTRICAL AGC TO ENHANCE DIFFERENTIAL FOCUS ERROR SIGNAL
                US  5,373,490     2.00%     SYSTEM FOR RECORDING DIGITAL INFORMATION IN A PULSE-LENGTH MODULATION FORMAT
                US  5,375,116     2.00%     SYSTEM FOR RECORDING DIGITAL INFORMATION IN A PULSE-LENGTH MODULATION FORMAT
                US  5,448,545     2.00%     SYSTEM FOR RECORDING DIGITAL INFORMATION IN A PULSE-LENGTH MODULATION FORMAT
                US  5,459,709     2.00%     SYSTEM FOR RECORDING DIGITAL INFORMATION IN A PULSE-LENGTH MODULATION FORMAT
                US  5,470,390     2.00%     SYSTEM FOR RECORDING DIGITAL INFORMATION IN A PULSE-LENGTH MODULATION FORMAT
                US  RE 32,431     2.00%     METHOD AND APPARATUS FOR RECOVERING INFORMATION FROM A ROTATABLE STORAGE DISC

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


         Note:  An "E" directly following the Patent Number indicates
                           that patent has expired.
<PAGE>

                                  APPENDIX B

 UNITED STATES AND CANADIAN PATENTS LICENSED TO LICENSEE UNDER THIS AGREEMENT:

<TABLE>
<CAPTION>
                                  INDIVIDUAL
                                    PATENT
        PATENT NUMBER            ROYALTY RATE
        -------------            ------------
        <S>                      <C>

</TABLE>

      APPENDIX B PATENTS SHALL BE ALL OF THE PATENTS LISTED IN APPENDIX A


                                  APPENDIX B
                                  Page 1 of 1
<PAGE>

                                  APPENDIX C

LICENSEE'S Affiliates as of the effective date of this Agreement are:

                Company:
                          ------------------------------
                Address:
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                Company:
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                Address:
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                Company:
                          ------------------------------
                Address:
                          ------------------------------

                          ------------------------------

                          ------------------------------


                Company:
                          ------------------------------
                Address:
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                Company:
                          ------------------------------
                Address:
                          ------------------------------

                          ------------------------------

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                                  APPENDIX C
                                  Page 1 of 2
<PAGE>

                Company:
                          ------------------------------
                Address:
                          ------------------------------

                          ------------------------------

                          ------------------------------


                Company:
                          ------------------------------
                Address:
                          ------------------------------

                          ------------------------------

                          ------------------------------


                Company:
                          ------------------------------
                Address:
                          ------------------------------

                          ------------------------------

                          ------------------------------


                Company:
                          ------------------------------
                Address:
                          ------------------------------

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                          ------------------------------


                Company:
                          ------------------------------
                Address:
                          ------------------------------

                          ------------------------------

                          ------------------------------


                                  APPENDIX C
                                  Page 2 of 2
<PAGE>

                                 APPENDIX D-1

LICENSED DISC MANUFACTURERS WHO ARE PAYING UNITED STATES AND CANADIAN RATES:




                                       National Tape & Disc Inc.
Allied Digital Technologies
(Hauppauge Record Mfg., Ltd.)          Nimbus Manufacturing Inc.

Americ Disc Inc.                       Nippon Columbia Co., Ltd. (U.S.)

American MultiMedia, Inc.              Optical Disc Corporation

ASR Recording Services                 Philips (N.V.) Gloeilampenfabrieken

Astraltech Americas, Inc.              Pilz (U.S.)

Atlantic Recording Corporation         Pioneer

Bertelsmann de Mexico                  P & O Compact Disc

Better Quality Cassettes, Inc.         Producers Color/Technidisc

Cinram Ltd.                            Sanyo Laser Products

Denon Corporation (U.S.A)              Sanyo Verbarim CD Company, L.L.C.

Digital Audio Disc Corporation (U.S.)  Sonopress Inc. (U.S.)

Discovery Systems/Metatec              Sonopress (Germany)

Distribution North America             Sony Corporation (U.S.)

Eastern Standard Productions, Inc.     Sony Music Entertainment

Eva-Tone, Inc.                         Time Warner Inc. (U.S.)

EMI Manufacturing (USA)                U.S. Optical Disc

JVC America                            Warner Bros. Records Inc.

KAO Corporation                        Warner Communications Inc.

Kuraray Co., Ltd.                      WEA Manufacturing Inc.

Mitsubishi Plastics Industries Ltd.    Zomax Optical Media



                                 APPENDIX D-1
                                  Page 1 of 1
<PAGE>

                                 APPENDIX D-2

LICENSED DISC MANUFACTURERS NOT PAYING UNITED STATES AND CANADIAN RATES:


Bertelsmann AG                             Pilz GmbH & Company
                                             Compact Disc KG
Damont Audio Limited
                                           Ritek Incorporation
EMI Compact Disc (Holland)
                                           Sanyo Electric Co., Ltd.
EMI Manufacturing Australia
                                           Seiko Epson
Fuji Photo Film Co., Ltd.
                                           Show-Ads Omega Pty. Ltd.
Fujitsu Limited                            (Disctronics Technologies)

Hitachi Ltd.                               Sonopress (Germany)

Japan Optical Disc Corporation             Sonopress (Mexico)

KAO Corporation                            Sonopress Pan Asia Ltd.

Matsushita Electric Industrial Co., Ltd.   Sony Corporation (Japan)

Mayking Records Ltd.                       Sony DADC Austria AG

Memory-Tech Corporation                    TDK Corporation

Mitsubishi Electric Corporation            Thorn EMI plc

Moulage Plastique de L'ouest (MPO)         Toshiba Corporation

Nimbus Manufacturing (UK) Ltd.             Toshiba-EMI Limited

Nippon Columbia Co., Ltd. (Japan)          Toyo Recording Co., Ltd.

Optrom, Inc.                               Victor Company of Japan


                                 APPENDIX D-2
                                  Page 1 of 1