DEFINITIVE AGREEMENT

         THIS AGREEMENT is made as of October 1, 1996 ("Effective Date"), by and
between STARSIGHT  TELECAST,  INC.  ("StarSight"),  a corporation  organized and
existing under the laws of the State of California,  USA, having its main office
and place of business at 39650 Liberty Street, 3rd Floor,  Fremont,  California,
94538, USA, and Microsoft Corporation ("Microsoft"), a corporation organized and
existing under the laws of the State of Washington,  USA, having its main office
and place of business at One Microsoft Way, Redmond, Washington 98052-6399, USA,
who agree as follows:

                                    SECTION 1
                                    RECITALS

         StarSight is engaged in the  manufacture,  research and  development of
data  processing  products and methods  including  the provision of schedule and
programming  information to end users and television broadcast facilities having
systems compatible for receiving such information.

         Microsoft develops,  manufactures,  licenses, sells and supports a wide
range of software and hardware products, including data processing products, for
personal computers ("PCs"), sub-PCs,  computerized appliances,  workstations and
servers.

         StarSight and Microsoft have  intellectual  property  rights  including
certain patents and patent applications, and have the right to grant licenses to
the other  under  such  intellectual  property  rights.  The  parties  expect to
continue research and development which will be protected by future intellectual
property  rights.  Each of the parties wishes to be granted  licenses under such
intellectual property rights of the other party.

         The  parties  wish  to  cooperate  with  respect  to  their  respective
development  of  data   processing   products  and  provision  of  schedule  and
programming  information  to end  users  and  television  broadcast  facilities.
Further,  the  parties  wish to  share  certain  revenues  and  conduct  various
marketing activities in connection with such products and services.

                                    SECTION 2
                                   DEFINITIONS

         When the  following  terms are used in  capitalized  form herein,  they
shall have the following meanings:

         "Advertising  Links" means a hypertext link or other mechanism  through
which  advertising  is made  available to or accessible by user  selection.  One
example of an  "Advertising  Link" would be an icon which could be selected by a
user which activates or causes the display or storage of an advertising message.

<PAGE>

         "Advertising  Revenue(s)" means all Microsoft  revenues  generated from
advertising sold for display in any EPG display of any Microsoft EPG Product, as
well  as  any  fees  paid  by an  advertiser  to  Microsoft  for  display  of an
Advertising Link or for user selection of an Advertising Link in any EPG display
of any Microsoft EPG Product.

         "Data  Loader"  means a mechanism  for  receiving and storing data in a
manner which allows it to be displayed in an EPG.

         "Deliverables"  shall mean  either the  Microsoft  Deliverables  or the
StarSight Deliverables as the context may require.

         "Delivering  Party" shall mean  Microsoft in the case of the  Microsoft
Deliverables and StarSight in the case of the StarSight Deliverables.

         "Digital  Set  Top  Box"  means  any  digital   device  (other  than  a
Traditional Product, a personal computer or other multi-purpose  device, as well
as, components designed therefor), the principal design and function of which is
the reception,  decoding and conditional access of MPEG (or equivalent)  digital
broadcast   signals,   irrespective  of  the  broadcast  method  (e.g.,   cable,
satellite), of programming services such as television.

         "Direct  Broadcast   Satellite  Product"  or  "DBS  Product"  means  an
integrated receiver/decoder product compatible with a direct broadcast satellite
system such as, for  example,  the  DirecTV  101(degree)  West direct  broadcast
satellite  network.  A DBS Product may be, for  example,  without  limitation  a
television,  a VCR or personal  computer having an integrated  direct  broadcast
satellite network receiving function.

         [REDACTED***]  means  [REDACTED***] or its successor in interest to its
[REDACTED***].

         "Electronic  Program Guide" or "EPG" means any  electronic  guide which
displays or gives selective access to any information.

         "Licensed  Patents"  means,  as to each  party to this  Agreement,  the
claims covering  EPG-related  inventions in any and all patents and applications
throughout the world  including  utility models,  design  patents,  divisionals,
reissues,  continuations,  re-examinations  and  extensions  thereof,  issued or
issuing  on   applications   entitled  to  an   effective   filing  date  before
[REDACTED***], under which patents or applications therefor such party or any of
its Subsidiaries now has or [REDACTED***] of or within the scope granted herein.
The term  "Licensed  Patents"  shall not apply with  respect to any claim of any
patent in which  either  party first  obtains  rights  before,  on, or after the
Effective  Date if a grant of a license  or the  exercise  of rights  thereunder
would result [REDACTED***],  or result in the loss of any rights in such patent,
by the granting party, except for [REDACTED***] to Subsidiaries of such granting
party,  and  [REDACTED***]  to third parties for  inventions  made by said third
parties while employed by such granting party to this Agreement.

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

***      Confidential treatment requested pursuant to a request for confidential
         treatment  filed with the Securities and Exchange  Commission.  Omitted
         portions have been filed separately with the Commission.
         
                                       -2-
<PAGE>

         "Microsoft Deliverables" shall mean deliverables identified on Appendix
A, attached hereto and incorporated by reference and as may be amended from time
to time in writing by the mutual agreement of the parties to this Agreement.

         "Microsoft  EPG  Product"  means  a  Microsoft  Licensed  Product  that
includes or  incorporates an EPG designed to receive and display local broadcast
TV listings.

         "Microsoft  Licensed  Product(s)" means any and all products,  services
and  infrastructure  of Microsoft  or any of its  Subsidiaries  which  products,
services and infrastructure, but for this Agreement would directly or indirectly
infringe  one or more of the  valid  and  enforceable  claims  of the  StarSight
Licensed Patents.  The term "Microsoft Licensed  Products,"  however,  shall not
include Traditional Products.

         "Net  Advertising   Revenues"  means  Advertising  Revenues  less  only
allowances  for  uncollectable  amounts and bad debts,  determined in accordance
with  generally  accepted  accounting  principles  as  consistently  applied  by
Microsoft.

         "Net  Subscription  Revenues"  means  Subscription  Revenues  less only
allowances  for  uncollectible  amounts and bad debts,  determined in accordance
with  generally  accepted  accounting  principles  as  consistently  applied  by
StarSight.

         "Receiving  Party" shall mean  StarSight  in the case of the  Microsoft
Deliverables and Microsoft in the case of the StarSight Deliverables.

         "Service  Provider"  means any  company  or  entity  which  operates  a
broadcast system, irrespective of the broadcast method (e.g., cable, satellite),
for providing programming services such as television.

         [REDACTED***]  means, with respect to any Digital Set Top Box, one that
is directly or indirectly  provided by a [REDACTED***] to an end user via lease,
subscription or otherwise whereby title to the Digital Set Top Box does not pass
to the end user (i.e.,  the  Digital Set Top Box remains an asset  listed on the
financial books of the  [REDACTED***] or other entity which provides the Digital
Set Top Box to the end user).

         "StarSight  Authorization  Codes" means codes which  StarSight  uses to
electronically  send  activation,  deactivation  or  other  commands  or data to
individually addressable StarSight products.

         "StarSight  Competitor"  means an entity that actively  designs  and/or
sells or otherwise markets  Electronic  Program Guide hardware,  services and/or
software  which,  when  such  products  and  services,   taken  individually  or
collectively,  directly  compete  in  the  marketplace  with  similar  StarSight
products and services designed, sold, or otherwise marketed by StarSight, or are
licensed  under and/or  covered by any  StarSight  patent,  copyright,  or trade
secret.

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

***      Confidential treatment requested pursuant to a request for confidential
         treatment  filed with the Securities and Exchange  Commission.  Omitted
         portions have been filed separately with the Commission.

                                       -3-
<PAGE>

         "StarSight  Data Loader"  means a Data Loader that  receives and stores
StarSight data, pursuant to a StarSight subscription.

         "StarSight Deliverables" shall mean deliverables identified on Appendix
B, attached hereto and incorporated by reference.

         "StarSight  Licensed  Product(s)"  means any and all EPG  products  and
services of StarSight or any of its  Subsidiaries  the primary function of which
is to receive  and  display  information  from a  StarSight  data  service and a
substantial  portion of which functionality is to receive and display television
programming  information  which  products and services,  but for this  Agreement
would directly or indirectly  infringe one or more of the valid and  enforceable
claims  of the  Microsoft  Licensed  Patents.  For  example,  personal  computer
operating   systems,   Internet/Intranet   browser  programs,   general  purpose
word-processing  programs, and spreadsheet programs would not be included in the
term "StarSight Licensed Products."

         "StarSight Protocol(s)" means data structures,  protocols,  and similar
information  established by StarSight to enable  StarSight  products to receive,
decode and utilize information broadcast through the StarSight system.

         "StarSight  Trademarks"  means the  "StarSight  and the  "StarSight and
Design" trademarks,  whether alone or in combination, as illustrated in Appendix
C, attached hereto and  incorporated by reference;  provided  however,  that the
appearance  and/or  style  of the  trademarks  may  vary  from  time  to time as
specified by StarSight in its sole discretion.

         "Subscription  Revenues" means StarSight revenues generated from (or as
a result of) paid  subscribers  to the  StarSight EPG  subscription  service for
local  broadcast TV listings  derived  directly from users' use of Microsoft EPG
Products.  The  term  "Subscription  Revenues"  does  not  include  subscription
revenues  received  by  StarSight  derived  from any  non-Microsoft  EPG product
irrespective  of whether  such  non-Microsoft  EPG Product runs on a third party
platform or on a Microsoft operating system platform (such as "Windows(R) 95" or
its successor products and platforms).

         "Subsidiary"  means a corporation,  company,  or other entity: (i) more
than 50% of whose  outstanding  shares or securities  (representing the right to
vote for the election of directors or other such managing authority) are, now or
hereafter,  owned or controlled,  directly or indirectly by a party hereto,  but
such  corporation,  company,  or  other  entity  shall  be  considered  to  be a
Subsidiary only so long as such ownership or control exists;  or (ii) which does
not  have  outstanding  shares-or  securities,   as  may  be  the  case  with  a
partnership,  joint venture, or unincorporated association, but more than 50% of
whose  ownership  interest  representing  the right to make  decisions  for such
corporation, company, or other entity is, now or hereafter, owned or controlled,
directly or indirectly  by a party hereto,  but such  corporation,  company,  or
other  entity  shall  be  considered  to be a  Subsidiary  only  so long as such
ownership or control exists.

                                       -4-
<PAGE>

         "Trade Secret(s)" means information  shared by one party with the other
relating  to  past,  present  and  future  research,  development  and  business
activities,  which information is treated as secret and confidential,  and which
information  derives  independent,  actual  or  potential  value  from not being
generally known to other persons by proper means.

         "Traditional  Products"  means  devices  of  the  type  and  capability
generally available in the consumer market as of [REDACTED***], in the following
product categories: television sets, VCRs, TVCRs, and television set top decoder
boxes irrespective of whether such products are connected via cable,  satellite,
telephony,   MMDS,   etc.  and   irrespective   of  whether  such  products  are
[REDACTED***] or distributed by some other means.

         "Transfer(s)"  or   "Transferred"   means  (i)  deliver(ed)  to  others
(including  for  export)  other  than  by  sale,  regardless  of  the  basis  of
compensation,  if any, (e.g., by consignment or by gift) and/or (ii) sell (sold)
in combination with other products.

         "Version" means a particular  model or version of a Microsoft  Licensed
Product.

         "Version  Number" means any  combination  of numbers,  letters,  and/or
words used to identify a particular Version of a Microsoft Licensed Product.

                                    SECTION 3
                      PATENT AND TRADE SECRET CROSS-LICENSE

         3.1 Subject to the obligations herein, including without limitation the
consideration and payments pursuant to Sections 5 and 6, StarSight hereby grants
to  Microsoft  a  worldwide,   non-exclusive,   non-assignable   license   under
StarSight's Licensed Patents and, subject without limitation to Section 10.1 and
10.2,  Trade  Secrets  to make,  have made,  use,  lease,  sell,  offer to sell,
otherwise market and import Microsoft Licensed Products.

         3.2 Subject to the obligations herein, including without limitation the
consideration  and payment pursuant to Sections 5 and 6, Microsoft hereby grants
to  StarSight  a  worldwide,   non-exclusive,   non-assignable   license   under
Microsoft's Licensed Patents and, subject without limitation to Section 10.1 and
10.2,  Trade  Secrets  to make,  have made,  use,  lease,  sell,  offer to sell,
otherwise market and import StarSight Licensed Products.

         3.3  Subject to Section  11, the  patent  licenses  granted  under this
Section 3 shall not include the right to grant sub-licenses.  The right to "have
made" shall not be considered a prohibited sub-license.

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

***      Confidential treatment requested pursuant to a request for confidential
         treatment  filed with the Securities and Exchange  Commission.  Omitted
         portions have been filed separately with the Commission.

                                       -5-

<PAGE>

                                    SECTION 4
                            DEVELOPMENT AND SCHEDULES

         4.1 Microsoft shall deliver the Microsoft  Deliverables to StarSight in
accordance  with  schedules  referenced  in Section  4.5. If the schedule is not
specified  for  a  particular   Microsoft   Deliverable,   then  such  Microsoft
Deliverable will be distributed throughout the term of this Agreement as jointly
determined by the parties.

         4.2  Microsoft  grants to  StarSight  the license  rights  described in
Appendix A with respect to the  Microsoft  Deliverables.  The  relevant  license
grants will apply to all Versions (pre-release and final) and components thereof
distributed  by Microsoft.  To the extent any of the license rights set forth in
Appendix A are inconsistent with the license rights set forth in this Agreement,
then the license rights set forth in this Agreement shall apply.

         4.3 StarSight shall deliver the StarSight  Deliverables to Microsoft in
accordance  with  schedules  referenced  in Section  4.5. If the schedule is not
specified  for  a  particular   StarSight   Deliverable,   then  such  StarSight
Deliverable will be distributed throughout the term of this Agreement as jointly
determined by the parties.

         4.4  StarSight  grants to  Microsoft  the license  rights  described in
Appendix B with respect to the  StarSight  Deliverables.  The  relevant  license
grants will apply to all Versions (pre-release and final) and components thereof
distributed  by StarSight.  To the extent any of the license rights set forth in
Appendix B are inconsistent with the license rights set forth in this Agreement,
then the license rights set forth in this Agreement shall apply.

         4.5 The current  schedule for the delivery of the  Deliverables  is set
forth on Appendices A and B and may, from time to time be updated upon agreement
of the parties.  The schedule and all updates thereto will take into account the
availability of the Deliverables  and timing of development  activities and test
deployments.  The  parties  agree to use  reasonable  efforts to  implement  the
development  activities and test  deployments in accordance with the agreed upon
schedule.

         4.6 In the event  hardware is included  in the  Deliverables,  then the
following  additional  terms and conditions  shall apply to such  hardware.  The
Delivering  Party shall retain  title to hardware it delivers at all times.  The
Receiving  Party  shall  insure  and  take  normal  precautions  to care for the
hardware it receives.  The Delivering Party agrees that for the duration of this
Agreement it will maintain the hardware it delivers in good working order at its
expense. The Delivering Party shall determine in its sole discretion the methods
(e.g.,  repair,  replacement) by which it will maintain the hardware it delivers
in good  working  order.  The  Receiving  Party  agrees  to  provide  reasonable
assistance  and access to the hardware ft receives to the  Delivering  Party for
this purpose.

         4.7 The Receiving  Party may not reverse  engineer,  and in the case of
the software, decompile, or disassemble the Deliverables it receives.


                                       -6-
<PAGE>

         4.8  Microsoft  agrees  that it  shall  not  intentionally  design  its
software  and/or  hardware to block out or prevent the reception of  StarSight's
data/service,  provided that StarSight shall use reasonable  efforts to make its
data and security  mechanisms  compatible  with such software  and/or  hardware.
Microsoft  agrees  that it shall take prompt  steps to correct  any  inadvertent
blocking  designs upon written  notice from  StarSight or upon  Microsoft's  own
discovery of such a problem.

         4.9 The  parties  acknowledge  that  changes to the  Deliverables  will
probably need to be made as development on their respective  products progresses
toward   commercial   release  or  as  new  types  of  products  are  developed.
Accordingly,  the parties  agree to review  Appendices A and B from time to time
and make amendments to this Agreement to reflect such changes.

                                    SECTION 5
                           MARKETING AND DATA LOADERS

         5.1      INCLUSION OF STARSIGHT DATA LOADER

         5.1.1 Microsoft,  as partial  consideration for the licenses and rights
granted to it herein,  agrees that all Microsoft  EPG Products  shall conform to
each of the following:

                  (a)      Microsoft shall deliver the applicable StarSight Data
                           Loader with all Microsoft  EPG Products  irrespective
                           of whether  the  StarSight  Service is  available  to
                           permit the display of local  broadcast   TV  listings
                           data  pursuant to a StarSight  subscription  (whether
                           that service is free or  otherwise).  It is expressly
                           understood   between  the  parties   that  a  service
                           providing   only   satellite  or  other  national  TV
                           broadcast   listings   (i.e.,   not  including  local
                           broadcast TV listings data) shall not be considered a
                           service  that  provides  local  broadcast TV listings
                           data.

                  (b)      Microsoft  shall not deliver as part of the Microsoft
                           EPG Product any other Data Loader for a service  that
                           provides local broadcast TV listings.

         5.1.2 Notwithstanding the provisions of Section 5.1.1(b), in the event,
despite  Microsoft's best efforts, a potential  Microsoft licensee who is also a
[REDACTED***]  or who has a  [REDACTED***]  or other  [REDACTED***]  (e.g.,  via
contract) in a [REDACTED***] a Microsoft  [REDACTED***] as a consequences of the
[REDACTED***]   described  in  Sections  [REDACTED***]  and  [REDACTED***]  then
Microsoft  may  [REDACTED***]  offer and  license to the  licensee  a  Microsoft
[REDACTED***] which does not [REDACTED***]  described in Sections  [REDACTED***]
and  [REDACTED***]  Microsoft shall  [REDACTED***]  the StarSight Data Loader as
required by Section 5.1.1(a) with all Microsoft [REDACTED***].  As compensation,
for the foregoing  [REDACTED***]  Microsoft shall pay the license fees described
in Section [REDACTED***].

         5.1.3  Notwithstanding the provisions of Section 5.1.1(b), in the event
the  StarSight  local  broadcast TV listings  data service is not available in a
geographic region at the time a Version of a Microsoft EPG Product is introduced
in such region, then Section 5.1.1(b) shall not apply to such 

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

***      Confidential treatment requested pursuant to a request for confidential
         treatment  filed with the Securities and Exchange  Commission.  Omitted
         portions have been filed separately with the Commission.

                                       -7-
<PAGE>

Version.  The  Microsoft EPG Product,  however,  shall still include a StarSight
Data Loader,  except as provided  below,  so that if and when the StarSight data
service  becomes  available in such region ft may be used with the Microsoft EPG
Product.  Microsoft, prior to the introduction of a new Version, is not required
to include the StarSight Data Loader in  circumstances  where it is unlikely the
StarSight data service will. be available in a particular  geographic area based
upon written confirmation to that effect by StarSight and when, by the nature of
the hardware on which the Microsoft EPG Product is loaded,  storage  limitations
exist.  In the event  StarSight  fails to respond  to  Microsoft's  request  for
"written  confirmation"  within twenty (20) days of Microsoft's written request,
Microsoft may proceed absent written confirmation from StarSight. Microsoft will
also  promptly  introduce  a new  Version of the  Microsoft  EPG  Product  which
complies  with the  requirements  of Sections  5.1.1(a) and (b), by removing the
other Data Loader in such new Version,  when the StarSight data service  becomes
available in such region.

         5.2      MARKETING REQUIREMENTS

         5.2.1 Microsoft,  as partial  consideration for the licenses and rights
granted to it herein,  agrees that all Microsoft  EPG Products  shall conform to
each of the following:

                  (a)      At least  with the same  frequency  it  displays  the
                           Microsoft  logo,  if and  when  displayed,  Microsoft
                           shall  prominently  display the StarSight logo in all
                           Microsoft  EPG  Products  (including,  to the  extent
                           applicable, Windows 95 and/or successor products):

                           (i)   during the EPG set up routine;
                           (ii)  on the EPG display;
                           (iii) with reference to the offer of the trial period
                                 described in Section 5.6; and
                           (iv)  to  StarSight  Service   subscribers  (1)  when
                                 StarSight information is displayed and (2) when
                                 other  EPG   advertising  and  service  related
                                 screens (if any) are displayed.

                  (b)      The StarSight  logo will be the only logo for a local
                           broadcast  TV  listings  service  shown  on  the  EPG
                           display of any Microsoft  EPG Product which  actively
                           uses the StarSight Data Loader.

                  (c)      Microsoft shall give credit to StarSight in an "about
                           box"  or  equivalent  screen,  in all  Microsoft  EPG
                           Products  including  those  products   identified  in
                           Sections 5.1.2 and 5.1.3. An example of such language
                           is:

                             "StarSight  Logo" Features  of   this  product  are
                                               licensed from 
                                               StarSight Telecast, Inc.


                                      -8-

<PAGE>

                  (d)      Microsoft  shall  prominently  display the  StarSight
                           logo on the front of any hardware  product made by or
                           for  Microsoft  that includes a Microsoft EPG Product
                           and on the face of any accompanying  Microsoft remote
                           control device.

                  (e)      Microsoft shall make  commercially  reasonable use of
                           the  StarSight  Trademarks  (both the word and design
                           marks)   in   connection   with  the   marketing   or
                           advertising of the EPG  functionality  of a Microsoft
                           EPG Product,  provided the  StarSight  EPG service is
                           available for use in connection  with such  Microsoft
                           EPG  Product  in  the  applicable   geographic  area.
                           Microsoft  shall not  incorporate  into any Microsoft
                           EPG Product the logo or  trademark  of any  competing
                           (i.e., non-StarSight) EPG service for local broadcast
                           TV  listings  subject to the  provisions  of Sections
                           5.1.2,  5.2.2  and/or  7.2.  Microsoft's  use  of the
                           StarSight Trademarks (both the word and design marks)
                           shall cover the following materials and advertising:

                           (i)     manuals  and  user   documentation   (whether
                                   printed or in electronic form);
                           (ii)    product specification sheets;
                           (iii)   point-of-purchase materials;
                           (iv)    sales training materials;
                           (v)     TV/radio advertising;
                           (vi)    in-box materials;
                           (vii)   consumer magazine advertising;
                           (viii)  trade journals and related advertising; and
                           (ix)    packaging.

                           However, the foregoing shall not require Microsoft to
                           mention  StarSight or display the  StarSight  logo on
                           every occasion listed in this Section  5.2.1(e) where
                           EPG functionality is described or discussed,  so long
                           as this Section 5.2.1(e) is substantially met.

                  (f)      Microsoft   shall   provide  the   functionality   in
                           Microsoft EPG Product software to display an offering
                           message to the  consumer in the EPG set up routine or
                           other  appropriate place to encourage the consumer to
                           subscribe to the  StarSight  service and to display a
                           message to alert the customer to renew the  StarSight
                           service  when  renewal  is due;  provided  that  such
                           functionality  shall not be a  generalized  messaging
                           function to enable communication with users.

         5.2.2 Notwithstanding the provisions of Section 5.2.1(a),  5.2.1(b) and
5.2.1(e),  in the event the  initial  execution  of the EPG set-up  routine of a
Microsoft  EPG  Product is not able to  connect to a data  transmission/delivery
mechanism  for  StarSight's  local  broadcast  TV  listings  data  in any  given
geographic  region  because  such  mechanism  is not  available,  or if the user
declines to sign up for the StarSight  service  (whether that service is free or
otherwise),  then the set-up routine may  [REDACTED***] on the EPG display;  but
only on the  condition  that the  Microsoft EPG Product shall allow the user, at
[REDACTED***] for the StarSight service at a

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

***      Confidential treatment requested pursuant to a request for confidential
         treatment  filed with the Securities and Exchange  Commission.  Omitted
         portions have been filed separately with the Commission.

                                       -9-

<PAGE>

         later date,  whether that occurs as a result of the availability of the
service in that  geographic area or otherwise,  in which case the  [REDACTED***]
shall appear in the EPG display if and as required pursuant to Sections 5.2.1(a)
and (b). In all cases,  however, the provisions of Section 5.2.1(c) shall apply.
For the purposes of this Section 5.2.2, a "data transmission/delivery mechanism"
shall generally mean without limitation any broadcast data transport provided to
the consumer as part of a normal cable, telephony, airwave or satellite service.
In  the  event  the  StarSight   data  service  is  not  available  on  a  "data
transmission/delivery  mechanism"  which  mechanism is generally  competitive in
terms of cost,  availability  and  service  to the  "data  transmission/delivery
mechanism"  for  other  EPG-related  services  available  to  consumers  in  the
particular  geographic  region,  then  the  StarSight  mechanism  shall  not  be
considered  a "data  transmission/delivery  mechanism"  for the purposes of this
Section,  but  only  so  long  as  the  StarSight  "data   transmission/delivery
mechanism" is not generally competitive.

         5.3      LICENSE FOR STARSIGHT TRADEMARKS

         5.3.1 StarSight grants to Microsoft and Microsoft  accepts a worldwide,
nonexclusive,  royalty-free  license to use the StarSight  Trademarks  solely in
connection with the marketing and promotion of StarSight as set forth in Section
5. Microsoft shall use the StarSight  Trademarks (word and design marks) only in
the form set  forth on  Appendix  C unless  otherwise  approved  in  writing  by
StarSight  and shall  include  the  designation(TM)  or (R),  as  instructed  by
StarSight.  Microsoft  agrees  to use  its  best  efforts  to  comply  with  all
applicable laws and regulations  pertaining to the proper use and designation of
StarSight  Trademarks  in each  country in which  Microsoft  uses the  StarSight
Trademarks.  Microsoft shall not have the fight to use the StarSight  Trademarks
as a business name, or fictitious business name.

         5.3.2    QUALITY CONTROL:

                  (a)      The nature and quality of Microsoft  Licensed Product
                           marketed in connection with the StarSight  Trademarks
                           and  the  StarSight   logo,  and  all  marketing  and
                           promotional  material using the StarSight  Trademarks
                           and  the  StarSight  logo,  shall  be a high  quality
                           consistent with the high quality of StarSight's goods
                           and  shall  conform  to  the   requirements  of  this
                           Agreement  and  otherwise  be  consistent   with  the
                           reputation  and goodwill  symbolized by the StarSight
                           Trademarks and the StarSight logo.

                  (b)      StarSight shall have the right to monitor the quality
                           of the Microsoft  Licensed  Products and  advertising
                           and   promotional   materials   using  the  StarSight
                           Trademarks  and the StarSight logo to ensure that the
                           Microsoft   Licensed  Products  and  advertising  and
                           promotional  materials conform to the requirements of
                           this Agreement.  In the event StarSight  believes any
                           Microsoft   Licensed    Products,    advertising   or
                           promotional   materials  do  not,   conform  to  such
                           standards,  upon StarSight's  request Microsoft shall
                           provide exemplars of the relevant  Microsoft Licensed
                           Products,  advertising and promotional  materials for
                           review by StarSight.

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                                      -10-
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         5.3.3 Microsoft  acknowledges that it is often difficult,  particularly
in foreign countries, to obtain clear, registered title to StarSight Trademarks.
Accordingly,  Microsoft  agrees that the rights granted herein exist only to the
extent that StarSight owns such rights, and no warranty,  express or implied, is
made with respect  thereto or with respect to the trademark  rights of any third
parties that may conflict with the rights granted herein.

         5.3.4 Microsoft agrees that any use of the StarSight  Trademarks or the
StarSight logo,  including but not limited to use as a trade name,  service mark
or trade style shall  inure to the  benefit of  StarSight,  and that such use by
Microsoft  shall not give to  Microsoft  any  right,  title or  interest  in the
StarSight Trademarks or the StarSight logo.

         5.3.5  Microsoft  agrees  that it will  not,  during  the  term of this
Agreement or at any time thereafter, make application for, or aid or abet others
to seek trademark  registrations  or recordings of, trade names or company names
in any state of the United  States,  in the United  States  Patent and Trademark
Office,  or in other  United  States  governmental  agencies,  or in any foreign
country of any mark or design which includes StarSight Trademarks, or variations
thereof, or imitations thereof,  alone or in combination,  except with the prior
written permission of StarSight.

         5.3.6 Microsoft agrees not to take any action  challenging or opposing,
or to raise or cause to be raised,  either during the term of this  Agreement or
after its termination,  on any grounds whatsoever,  any questions concerning, or
objections to, the validity of the StarSight  Trademarks or  StarSight's  rights
therein.

         5.3.7 Microsoft agrees to provide  reasonable  assistance to StarSight,
at StarSight's cost, in obtaining  registrations for the StarSight Trademarks by
providing,  without  limitation,  information  and  samples of  trademark  usage
regarding the StarSight  Trademarks;  provided,  however,  the failure to obtain
such registrations shall not affect the validity of this Agreement.

         5.3.8  Microsoft  acknowledges  that this Agreement does not convey any
ownership interest in the StarSight Trademarks to Microsoft.

         5.4       [REDACTED***]

         5.4.1  Subject  to the  parties  reaching  agreement  on the  terms  of
Microsoft's  acquisition  [REDACTED***] bandwidth through StarSight (as provided
in Section 5.4.2),  Microsoft agrees to provide StarSight,  at no charge, access
to and  use  of a  minimum  of  [REDACTED***]  data  capability  of  Microsoft's
allocated  bandwidth or  equivalent  bandwidth on the  [REDACTED***]  within the
continental US. The approval by [REDACTED***] of such allocation of bandwidth to
StarSight shall be subject to the terms and conditions of the agreement  between
Microsoft  and   [REDACTED***].   Microsoft   agrees  to  use  its  commercially
reasonable, good faith efforts to obtain such approval from [REDACTED***] and to
assist  StarSight  in its  efforts to work with  [REDACTED***]  to  resolve  any
hardware-related issues and/or other technical issues relating to the use of the
[REDACTED***]  bandwidth  (For  example,  distribution  and/or  retrofitting  of
set-top boxes to handle the [REDACTED***] data channel decryption function).

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                                      -11-
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         5.4.2  StarSight  agrees  to work with  Microsoft  if  requested,  on a
commercially   reasonable  basis  to  provide   Microsoft  access  to  at  least
[REDACTED***]  within  StarSight's  existing data delivery systems or network to
facilitate the delivery of Microsoft advertising or other information. StarSight
would maintain the network in conjunction with its existing service, and invoice
Microsoft in an amount to be agreed upon which is intended to cover  StarSight's
costs and expenses to maintain the network and obtain  [REDACTED***]  bandwidth.
The use of [REDACTED***]  bandwidth shall be subject to the terms and conditions
of  StarSight's  agreement(s)  with the  applicable  third  party data  delivery
systems or network provider(s).

         5.4.3 The parties also agree to work with each other on a  commercially
reasonable  basis to assist in obtaining  any rights or access to data  delivery
systems  worldwide  which are  necessary  or  desirable  to support the parties'
respective  subscription  and/or  advertising  businesses  related  to  products
licensed hereunder. The parties acknowledge,  however, that despite such efforts
they may not be able to obtain  access to the  necessary or desirable  amount of
bandwidth on any given data delivery system.

         5.5      ADVERTISING AND SUBSCRIPTION

         5.5.1  StarSight  agrees  that  all  advertising   data/inventory   for
Microsoft  EPG  Products  shall be  exclusively  obtained  and sold by Microsoft
and/or its designates.

         5.5.2 Microsoft  agrees to make available to StarSight a limited amount
of  advertising  inventory  in  any  EPG  display  of  Microsoft  EPG  Products,
equivalent to [REDACTED***] of the total advertising inventory,  free of charge,
solely for advertising  StarSight's  own products and services.  The advertising
inventory  made  available to StarSight  pursuant to this Section 5.5.2 shall be
evenly distributed between prime and non-prime times.  Further, when viewed by a
viewer, such advertising  inventory shall be of no less prominence,  on average,
than the  advertising  inventory of other  Microsoft  customers who pay for such
inventory in cash.

         5.6 StarSight agrees to provide a minimum of [REDACTED***] free service
("Trial  Period") to each new end user  customer of a Microsoft EPG Product only
in those instances when the StarSight Data Loader is used by the customer.  Upon
the expiration of the Trial Period, the consumer will be offered the opportunity
to subscribe to the StarSight  service at a rate no higher than the then current
published  standard StarSight consumer rate card. In the event the consumer does
not subscribe,  then the StarSight data subscription  service to such subscriber
may be terminated,  in StarSight's discretion.  StarSight may from time to time,
at its  sole  option,  offer  end  user  customers  of  Microsoft  EPG  Products
additional periods of free and/or discounted service.

         5.7  StarSight  will  administer,  at its  sole  expense,  the end user
subscription process,  including bill collections,  credit checks,  subscription
authorizations   and   de-authorizations,   with   customers  who  subscribe  to
StarSight's service through a Microsoft EPG Product.  Microsoft will administer,
at its sole  expense,  technical  support  insofar as it  relates  to  Microsoft
Licensed Products.

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         5.8 Microsoft  agrees to  communicate  and/or meet with  StarSight on a
regular and timely basis to discuss Microsoft's intent and/or plans to introduce
Microsoft EPG Products into any geographic region where the StarSight service is
not then  available.  Microsoft  further agrees to use  commercially  reasonable
efforts to assist StarSight so that it may meet Microsoft's  launch plans in any
given geographic region. This assistance includes but is not necessarily limited
to Microsoft  assisting  StarSight to make the necessary  local contacts for the
purposes of initiating  StarSight service in such geographic  region.  Microsoft
shall work with StarSight,  in conjunction with original equipment manufacturers
and the  owners  of data  transmission  capacity,  to  increase  and  facilitate
StarSight's  ability to have a viable data  transmission/delivery  mechanism for
local broadcast TV listings data in any given geographic  region where StarSight
does not then have its service available.  StarSight shall,  however,  be solely
responsible  for   negotiating   and  acquiring  the  necessary   bandwidth  and
establishing the required infrastructure to support their data service.

         5.9 [REDACTED***] DIGITAL SET TOP BOXES

         5.9.1 In addition to the requirements set forth in this Agreement,  the
license  set forth in  Section 3 for  Microsoft  EPG  Products  installed  on or
incorporated  in  [REDACTED***]  Digital Set Top Boxes is expressly  conditioned
upon the occurrence of one of the following:

                  (i)      Microsoft    elects,   at   its   sole   option,   to
                           [REDACTED***]  described in Section [REDACTED***] for
                           each  [REDACTED***]  on which a Microsoft EPG Product
                           licensed by Microsoft  is  installed or  incorporated
                           into; or

                  (ii)     The  [REDACTED***]  which distributes a [REDACTED***]
                           Digital  Set  Top  Box  shall  have  entered  into an
                           agreement with StarSight that provides a license from
                           StarSight covering the Microsoft EPG Product.

For  situations  described in Section 5.9.1 (i), in the event the  [REDACTED***]
Microsoft EPG Product  [REDACTED***],  then  Microsoft  may,  [REDACTED***]  the
licensee a  Microsoft  EPG Product  which  [REDACTED***]  described  in Sections
5.1.1(b) and  5.2.1(a),  (b), (d), (e), (f).  Microsoft  shall,  however,  still
include  the  StarSight  Data  Loader as  required by Section 5. 1.1(a) with all
Microsoft EPG Products.

                                    SECTION 6
                     PAYMENTS, ACCRUALS, RECORDS AND REPORTS

         6.1      PAYMENTS.

         6.1.1   Microsoft   shall  pay   StarSight  at  execution   hereof  the
non-refundable   "lump  sum"  royalty  payment  of  Twenty  Million  US  Dollars
(US$20,000,000) for the license set forth in Section 3.1.

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<PAGE>

         6.1.2 Microsoft shall pay StarSight  [REDACTED***] (i) for each unit of
Microsoft EPG Product  distributed  with one or more Data Loaders in addition to
the StarSight Data Loader  pursuant to Section  5.1.2,  or (ii) for each unit of
Microsoft EPG Product  licensed by Microsoft  and  installed on or  incorporated
into a [REDACTED***] Digital Set Top Box pursuant to Section [REDACTED***].  For
the purposes of this Section 6.1.2, upgrades, updates and new versions to or for
a particular unit of Microsoft EPG Product for which a [REDACTED***] royalty has
already been paid shall not  constitute  a new unit of Microsoft  EPG Product so
long as the  original  [REDACTED***]  Digital  Set Top Box or  other  applicable
hardware has not been taken out of service,  replaced with new hardware or a new
[REDACTED***]  Digital Set Top Box.  This  royalty  amount is over and above all
other payments specified in this Agreement.

         6.1.3 Microsoft agrees to pay StarSight  [REDACTED***] of the total Net
Advertising Revenues.

         6.1.4 StarSight agrees to pay Microsoft  [REDACTED***] of the total Net
Subscription Revenues.

         6.1.5 All payments due under Sections  6.1.2,  6.1.3 and 6.1.4 shall be
accounted for on a calendar year quarterly basis and paid within forty-five (45)
days after each quarter.  Notwithstanding the foregoing,  at Microsoft's option,
it may elect to pay amounts due under  Section  6.1.2 in  quarterly  installment
payments over a period of three (3) years from the date the original  payment is
due. A reasonable  rate of interest to be agreed by the parties  shall accrue on
such installment payments.

         6.2      ACCRUALS, RECORDS AND REPORTS

         6.2.1 Royalties and payments due under Sections 6.1.2,  6.1.3 and 6.1.4
shall accrue as follows:

                  (a)      Royalties shall accrue when any unit of Microsoft EPG
                           Product  with respect to which  royalty  payments are
                           required  by Section  6.1.2 is sold or  licensed  (as
                           evidenced by bill or invoice) and payment therefor is
                           received by Microsoft.  Royalties shall not accrue at
                           the time of sale or Transfer  for sales or  Transfers
                           between  Microsoft and its  Subsidiary  for resale or
                           for further Transfer.  Royalties shall not accrue for
                           "not  for  resale"  or  "NFR"  units  distributed  by
                           Microsoft.

                  (b)      Payments  required by Section 6.1.3 shall accrue when
                           Advertising  Revenues as to which such payment is due
                           have been billed by Microsoft and payment therefor is
                           received by Microsoft.  Payments  required by Section
                           6.1.3  shall  accrue  for "not for  resale"  or "NFR"
                           units distributed by Microsoft.

                  (c)      Payments  required by Section  6.1.4 shall  accrue on
                           Net   Subscription   Revenues  when  the   underlying
                           subscription fee has been billed and payment therefor
                           is ' received by

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                           StarSight.  Payments  required by Section 6.1.4 shall
                           accrue   for  "not  for   resale"   or  "NFR"   units
                           distributed by Microsoft.

         6.2.2 The royalty  payment set forth in Section  6.1.1  reflects,  on a
ratable  quarterly basis, a projected  installed base of at least  [REDACTED***]
units of Microsoft Licensed Product during the initial [REDACTED***] period from
the Effective Date and is being paid in a lump sum as a matter of convenience to
the  parties,  in part  to  avoid  expenses  and  other  costs  associated  with
accounting for the actual number of units of Microsoft Licensed Products sold or
Transferred  during the payment  period.  Likewise,  the  payments  set forth in
Sections  6.1.2 and 6.1.3,  are  attributable  to Microsoft  EPG Product sold or
Transferred  over the entire term of the  Agreement  including the period beyond
the initial [REDACTED***] term of the Agreement.

         6.2.3 All royalties and other sums of money due hereunder shall be paid
in  United  States  dollars.  All  royalties  and  other  sums of  money  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 intercompany exchange rates
established from time to time and  consistently  applied by the paying party for
internal transactions and accounting purposes.

         6.2.4  Each  Microsoft  royalty  report  shall  include  the  following
information:

                  (a)      as to royalties due under Section 6.1.2:

                           (i)   identification   by  Version  Number,   Service
                                 Provider(as    applicable),     quantity    and
                                 description  of each Microsoft EPG Product upon
                                 which a royalty has accrued pursuant to Section
                                 6.2.1 (a);

                           (ii)  identification  of the amount of royalties  due
                                 for   each   such   product,    including   all
                                 information  required  to show how such  amount
                                 has been  calculated  and the  aggregate of all
                                 royalties due; and

                           (iii) identification of the amount of royalties as to
                                 which credit is taken under Section  7.4.1,  if
                                 any.

                  (b)      as  to  Net  Advertising  Revenue  payments due under
                           Section 6.1.3:

                           (i)   the total amount of Advertising Revenues;
                           (ii)  the  amount  of  each  cost   permitted  to  be
                                 deducted  from such total in order to determine
                                 Net Advertising Revenue;
                           (iii) identification of the amount of Net Advertising
                                 Revenues   payment  due   including  all  other
                                 information,  in  addition  to that of  Section
                                 6.2.4(b)(ii),  to show how such amount has been
                                 calculated;  and  (iv)  identification  of  the
                                 amount of royalties as to which credit is taken
                                 under Section 7.4.1, if any.

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         6.2.5    Each  StarSight  royalty  report shall  include the  following
                  information:

                  (a)      as to payments due on Net Subscription Revenues under
                           Section 6.1.4:

                           (i)   the total amount of Subscription Revenues;
                           (ii)  the  amount  of  each  cost   permitted  to  be
                                 deducted  from such total in order to determine
                                 Net Subscription Revenues; and
                           (iii) identification    of   the    amount   of   Net
                                 Subscription Revenues payment due including all
                                 other  information,  in  addition  to  that  of
                                 Section  6.2.5(a)(ii),  to show how such amount
                                 has been calculated.

         6.2.6 In the event that any of the  subsections  of  Sections  6.2.4 or
6.2.5 (as  applicable)  do not apply,  the reporting  party shall so state as to
each Section.  In the event no royalties are due, the reporting  party's royalty
report shall so state as to each such subsection.

         6.2.7  Each  royalty  report  shall be  certified  by an officer of the
reporting  party or by a designee  of such  officer to be correct to the best of
such party's knowledge and information.

         6.2.8 Each royalty report shall be in a format substantially similar to
the appropriate  form(s) provided in Appendix D for Microsoft and Appendix E for
StarSight, attached hereto and incorporated by reference.

         6.2.9 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  October
1, 1996 and ending December 31, 1996. Within forty-five (45) calendar days after
the end of each such period, the paying party shall furnish to the other party a
written royalty report containing the information  specified in Section 6.2.4 or
Section 6.2.5 (as  applicable)  and shall pay to such party all unpaid  amounts,
whether  royalty or other  payments,  accrued  hereunder  in favor of such other
party to the end of each such  period.  The paying  party shall bear and pay all
taxes which are required by its national  government,  including  any  political
subdivision  thereof,  as the  result  of the  existence  or  operation  of this
Agreement,  except any necessary,  appropriate,  and required income tax imposed
upon royalties or other payments,  by the national government of such party. The
paying party may deduct or withhold such income tax from said royalties or other
payments provided it furnishes the other party with a tax certificate,  or other
document evidencing payment of such income tax.

         6.2.10 Each party shall keep separate  records in sufficient  detail to
permit the determination of royalties and other payments payable hereunder. Such
records shall be maintained  for at least  [REDACTED***].  At the request of one
party,  the  other  party  will  permit an  independent  auditor  and  technical
consultant  selected  by the  requesting  party or any other  person or  persons
acceptable to both parties,  to examine during ordinary business hours once each
calendar year such records and other  documents as may be necessary to verify or
determine  royalties and other  payments  paid or payable under this  Agreement.
Such auditor,  technical  consultant or other  person(s)  shall be instructed to
report to the  requesting  party only the amount of royalties and other payments
due and

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                                      -16-
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payable.  If no request  for  examination  of such  records  for any  particular
accounting period has been made by one party within  [REDACTED***] after the end
of said  period,  the  right to  examine  such  records  for said  period  shall
terminate.

         6.2.11 The fees and expenses of the requesting  party's  representative
performing any examination of records under Section 6.2.10 shall be borne by the
requesting party.  However,  if an error resulting in the underpayment of either
royalties  or other  payments of more than  [REDACTED***]  of the total  thereof
respectively  due is discovered for any year  examined,  then the total fees and
expenses of these  representatives shall be borne by the other party. Such other
party in any case shall pay the requesting party the amount of any under payment
of royalties or other payments  uncovered as a result of any such examination of
records. Section 6.2.12 specifically applies to any such underpayment.

         6.2.12  The paying  party  shall be liable  for  interest  at a rate of
[REDACTED***]  per month  compounded  monthly  on any  overdue  royalty or other
payment set forth in Section 6.1,  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 7
                                LIMITED INDEMNITY

         7.1 Microsoft and StarSight agree,  however unlikely,  that ft is still
nonetheless  possible  that patent  licenses may be  requested or required  from
[REDACTED***] and/or their affiliates  (hereinafter  collectively referred to as
"Claimant")  for EPG related  features of Microsoft  Licensed  Products.  Hence,
StarSight agrees to [REDACTED***] the broadest  possible  covenants and licenses
from  Claimant  [REDACTED***]  that  include the  capability  of  accessing  the
StarSight data service.

         7.2 The parties recognize that [REDACTED***] that it may not be able to
do so, or that such covenants and licenses  [REDACTED***].  In such cases it may
be desirable for  [REDACTED***] to retain additional  flexibility  [REDACTED***]
such licenses with perhaps more favorable terms than would be otherwise possible
but for certain requirements of this Agreement.  Therefore, if all the following
conditions are met:

                  a.       Within  [REDACTED***]  days  of the  Effective  Date,
                           Microsoft    receives    a    [REDACTED***]    patent
                           infringement  from a  Claimant  asserting,  or  after
                           [REDACTED***]  days of the Effective Date,  Microsoft
                           determines  through  discussions  with a Claimant  or
                           otherwise,  that  a  [REDACTED***]  one  or  more  of
                           Claimant's  EPG related  patents which are based upon
                           any patent which has issued, or application which has
                           been filed, [REDACTED***]; and

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                  b.       Microsoft gives StarSight at least [REDACTED***] days
                           notice of such a  [REDACTED***]  along with a copy of
                           Claimant's   [REDACTED***]   (if   any),   or  if  an
                           [REDACTED***],  then  with  complete  details  of the
                           patent  and other  relevant  information,  subject to
                           preserving   attorney/client   privilege,   so   that
                           StarSight and  Microsoft may evaluate  whether or not
                           such   [REDACTED***]  by  virtue  of  a  pre-existing
                           agreement between StarSight and Claimant; and

                  c.       If  the  [REDACTED***]  is  not  in  StarSight's  and
                           Microsoft's   reasonable  opinion  [REDACTED***]  and
                           Microsoft  is required  to pay or deems it  necessary
                           [REDACTED***]  in  excess  of  [REDACTED***]  in  the
                           aggregate for [REDACTED***]; then

         Microsoft,   irrespective  of  the   requirements  set  forth  in  this
Agreement, [REDACTED***] of the particular Claimant in [REDACTED***] on an equal
(or lesser)  basis with the  [REDACTED***]  if  Microsoft  deems it necessary in
order to acquire the [REDACTED***]. [REDACTED***].

         7.3  Microsoft  shall be entitled  to  [REDACTED***]  of the  royalties
described in Section 7.2  (irrespective of the royalty amount),  up to a maximum
offset  amount  not to  exceed  [REDACTED***],  for  amounts  actually  paid  by
Microsoft to Claimant  only against  amounts  otherwise  payable by Microsoft to
StarSight pursuant to Section 6.1.3.

                  StarSight's  maximum  indemnification   liability  under  this
Section 7.3 is [REDACTED***].

         7.4      Limited Indemnity [REDACTED***]

         7.4.1   (a)      StarSight  has entered  into a written  [REDACTED***]
                           agreement  with   [REDACTED***]   pursuant  to  which
                           StarSight is the [REDACTED***].

                 (b)       In the event [REDACTED***]  asserts its [REDACTED***]
                           [REDACTED***]  [REDACTED***] which are the subject of
                           the  [REDACTED***]  which  meet the  requirements  of
                           Sections  5.1.1  and  5.2.1 of this  Agreement,  then
                           StarSight  will intervene to the  appropriate  level,
                           including  litigation  if  necessary,   in  order  to
                           ascertain  StarSight's   [REDACTED***]  rights  under
                           [REDACTED***]    Agreement.   The   level   of   such
                           intervention will be determined solely by StarSight.

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<PAGE>

         (c)               If, as a result of the foregoing intervention,  it is
                           determined   that   StarSight   does   not  have  the
                           [REDACTED***]   to   such    [REDACTED***]   or   the
                           [REDACTED***] of additional royalties to license such
                           [REDACTED***] to Microsoft;  StarSight will indemnify
                           Microsoft for any amounts Microsoft  directly pays to
                           [REDACTED***],  including,  subject to Section 7.4.2,
                           associated  legal fees and costs, if any, as a result
                           of [REDACTED***] asserting such [REDACTED***] against
                           such  [REDACTED***]  up to [REDACTED***] of indemnity
                           paid, as follows:

                           (i)   StarSight  will  indemnify  Microsoft  for  the
                                 first  [REDACTED***]  thereof, as it is paid by
                                 Microsoft  to [REDACTED***], in  cash payments;
                                 and

                           (ii)  StarSight will indemnify Microsoft for up to an
                                 additional   [REDACTED***]   at   a   rate   of
                                 [REDACTED***]  per dollar paid by  Microsoft to
                                 [REDACTED***].   Any  indemnification  payments
                                 required  pursuant  to this  Section  7.4.1 (b)
                                 shall be payable to Microsoft  only as a credit
                                 against  payments  to be made by  Microsoft  to
                                 StarSight for such [REDACTED***] under Sections
                                 6.1.2 or 6.1.3 of this Agreement.

         StarSight's maximum indemnification  liability under this Section 7.4.1
is  [REDACTED***].  Legal  fees  incurred  by  StarSight  as  a  result  of  its
indemnification  of  Microsoft  hereunder  shall not count  against this maximum
indemnification liability.

         7.4.2    (a)      StarSight  shall, at its expense and upon Microsoft's
                           reasonable   request,  defend  [REDACTED***]   action
                           brought by [REDACTED***] as a result of its assertion
                           as set forth in Section 7.4.1(b), which is brought in
                           a court of competent jurisdiction,  against Microsoft
                           and/or    Microsoft's    Subsidiaries,    affiliates,
                           directors,    officers,    employees,    agents   and
                           independent  contractors,  to  the  extent  it  is in
                           connection with [REDACTED***]; and

                  (b)      On the condition  that Microsoft  shall:  (1) provide
                           StarSight prompt notice in writing of any such action
                           or claim and permit  StarSight to  intervene,  answer
                           and  defend  such  action or claim;  and (2)  provide
                           StarSight  reasonable  information,   assistance  and
                           authority to help StarSight in such  intervention  or
                           defense; and

                  (c)      StarSight  will  not be  responsible  for any  costs,
                           damages  or fees,  if a  settlement  of any  claim or
                           action under Section 7.4 is made by Microsoft without
                           StarSight's written permission, which permission will
                           not be  unreasonably  withheld.  Microsoft shall have
                           the right, at its expense, to employ separate counsel
                           and  participate  in the  defense  of any  action  or
                           claim; and

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

***      Confidential treatment requested pursuant to a request for confidential
         treatment  filed with the Securities and Exchange  Commission.  Omitted
         portions have been filed separately with the Commission.

                                      -19-
<PAGE>

                  (d)      StarSight  may not settle  any claim or action  under
                           this Section 7.4 on Microsoft's  behalf without first
                           obtaining   Microsoft's  written  permission,   which
                           permission will not be unreasonably  withheld. In the
                           event Microsoft and StarSight agree to settle a claim
                           or action,  each party  agrees not to  publicize  the
                           settlement  without first obtaining the other party's
                           written  permission,  which  permission  will  not be
                           unreasonably withheld.


         7.5      Maximum Indemnification Obligation

         7.5.1  Notwithstanding  any other  provision  in this  Agreement to the
contrary,  StarSight's  maximum  indemnification  liability for whatever  reason
under this  Agreement is  [REDACTED***].  Legal fees  incurred by StarSight as a
result of its  indemnification  of Microsoft  hereunder  shall not count against
this maximum indemnification liability.

         7.6      STARSIGHT TRADEMARK INDEMNIFICATION

         7.6.1 StarSight shall, at its expense and Microsoft's  request,  defend
any claim or action brought against  Microsoft,  and  Microsoft's  Subsidiaries,
affiliates,  directors, officers, employees, agents and independent contractors,
to the extent it is based upon a claim that the StarSight Trademarks infringe or
violate any  trademark or other  proprietary  or unfair  competition  right of a
third party,  and StarSight will indemnify and hold Microsoft  harmless from and
against any costs, damages and fees reasonably incurred by Microsoft,  including
but  not  limited  to fees of  attorneys  and.  other  professionals,  that  are
attributable to such claim. Microsoft shall: (i) provide StarSight prompt notice
in writing of any such claim or action and permit StarSight to answer and defend
such claim or action;  and (ii) provide  StarSight  information,  assistance and
authority to help  StarSight to defend such claim or action.  StarSight will not
be  responsible  for any costs,  damages  or fees,  if a  settlement  is made by
Microsoft without StarSight's  written permission,  which permission will not be
unreasonably withheld. Microsoft shall have the right, at its expense, to employ
separate  counsel  and  participate  in the  defense  of any  claim  or  action.
StarSight  shall  reimburse  Microsoft upon demand for any payments made or loss
suffered by it at any time after the Effective Date,  based upon the judgment of
any court of competent  jurisdiction  or pursuant to a bona fide  compromise  or
settlement of claims,  demands, or actions, in respect to any damages related to
any claim or action under this Section 7.6.  StarSight  may not settle any claim
or action under this Section 7.6 on Microsoft's  behalf without first  obtaining
Microsoft's  written  permission,  which  permission  will  not be  unreasonably
withheld.  In the  event  Microsoft  and  StarSight  agree to  settle a claim or
action,  each  party  agrees  not to  publicize  the  settlement  without  first
obtaining the other party's  written  permission,  which  permission will not be
unreasonably withheld.

         7.6.2  Notwithstanding  Section 7.6.1,  should the use of any StarSight
Trademark as  contemplated  by this Agreement be enjoined or be threatened to be
enjoined,  StarSight  shall notify  Microsoft and  immediately,  at  StarSight's
expense:  (i) procure for  Microsoft  the right to  continue  use the  StarSight
Trademark,  as  applicable,  as licensed in this  Agreement;  or (ii) replace or
modify  the  StarSight  Trademark  with a mark  that is  non-infringing.  In the
alternative,  and at StarSight's  election,  StarSight may notify Microsoft that
Sections 5.2 and 5.3 shall not apply to the infringing or

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

***      Confidential treatment requested pursuant to a request for confidential
         treatment  filed with the Securities and Exchange  Commission.  Omitted
         portions have been filed separately with the Commission.

                                      -20-

<PAGE>

potentially infringing StarSight Trademark until such time as StarSight notifies
Microsoft that such mark is neither  infringing nor potentially  infringing.  In
the event,  after a reasonable period of time,  StarSight is unsuccessful in its
attempts  to procure  the  necessary  rights or replace or modify the  StarSight
Trademark as indicated  above,  Microsoft may take reasonable steps to remove or
modify the StarSight Trademark, with StarSight's approval not to be unreasonably
withheld, to prevent the injunction from being entered.

                                    SECTION 8
                                   WARRANTIES

         8.1 NEITHER PARTY MAKES ANY  REPRESENTATION,  EXPRESS OR IMPLIED, AS TO
THE  PRODUCTS  LICENSED  HEREUNDER,  THIS  AGREEMENT  OR  OTHERWISE,  AND HEREBY
DISCLAIMS  ANY FURTHER  WARRANTY,  INCLUDING  ANY  WARRANTY OF  MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE,  INTELLECTUAL PROPERTY VALIDITY,  INTELLECTUAL
PROPERTY  NON-INFRINGEMENT OR OTHER STATUTORY WARRANTY,  EXCEPT AS EXPRESSLY SET
FORTH HEREIN.

         8.2  NEITHER  PARTY  HERETO  SHALL BE LIABLE TO THE  OTHER  PARTY,  ITS
CUSTOMERS,  OR ANY OTHER ENTITY  CLAIMING  THROUGH OR UNDER SUCH OTHER PARTY FOR
ANY LOSS OF PROFITS OR INCOME,  LOSS OF DATA OR OTHER TANGIBLE  BUSINESS LOSS OR
OTHER  CONSEQUENTIAL,  INCIDENTAL OR SPECIAL DAMAGES,  EVEN IF SUCH PARTY HERETO
HAS BEEN  ADVISED  OF THE  POSSIBILITY  OF SUCH  DAMAGES,  ARISING  OUT OF OR IN
CONNECTION WITH THIS AGREEMENT.

         8.3 StarSight  warrants  title to U.S.  Patents  4,706,121;  5,151,789;
5,353,121; 5,479,266; 5,479,268; and 5,550,576.

                                    SECTION 9
                              TERM AND TERMINATION

         9.1 This Agreement shall come into effect as of the Effective Date and,
unless  terminated  sooner in  accordance  with this  Section 9, shall remain in
effect until the expiration of the last to expire of the licensed patents.

         9.2 Either party may terminate this Agreement or any license granted by
it hereunder  upon written notice to the other party in the event that the other
party breaches a material  obligation or warranty  hereunder,  and fails to cure
such breach  within sixty (60) days after  written  notice by the  non-breaching
party. A breach of Section 5.1, 5.2, 5.3, 5.5 and 7.4, failure to make a payment
under Section 6 and breach of any  confidentiality  obligation under Section 1 0
including  the NDA set forth in Section 10.1 shall be among the acts  considered
to be a breach of a material obligation.

         9.3 The provision of Sections 6.1.2 through  6.1.5,  6.2, 7.4, 8 and 10
and any other provision which by its nature is intended to survive  termination,
shall survive any  termination or expiration of this  Agreement.  Termination of
this Agreement or any license granted herein shall not 


                                      -21-

<PAGE>


affect Microsoft  Licensed Products or StarSight  Licensed Products  distributed
prior to the date of such termination.

         9.4 During the term of this Agreement,  and provided the parties are in
material  compliance  with the terms  hereof,  the  parties  shall in good faith
negotiate, and grant to each other on terms agreeable to both parties, any other
additional licenses under Microsoft  intellectual  property rights and StarSight
intellectual property rights as may be required and/or requested by either party
to continue the business contemplated by this Agreement.

                                   SECTION 10
                                 CONFIDENTIALITY

         10.1  The  terms  and  conditions  of this  Agreement  and  information
provided  and  or  exchanged   pursuant  to  this  Agreement   shall  be  deemed
"Confidential  Information"  and  subject  to the  terms and  conditions  of the
Non-Disclosure  Agreement dated April 1, 1996 (the "NDA"),  as amended,  between
Microsoft  and  StarSight,  except  that (1) the five (5) year period of Section
2(a) thereof shall be amended to be coextensive with the term of this Agreement,
and (2) the second sentence of Section 4(g) thereof shall be deleted and Section
12.8 hereof shall be substituted therefor. Any conflict between the terms of the
NDA and the terms of this  Agreement  shall be resolved in favor of the terms of
this Agreement.

         10.2 Microsoft acknowledges that the StarSight  Authorization Codes and
StarSight  Protocols  are  highly  confidential  and  that  unauthorized  use or
disclosure  of such  information  could  significantly  damage the  business  of
StarSight.  In the event Microsoft  obtains rightful  possession or knowledge of
StarSight  Authorization  Codes pursuant to this Agreement  then, in addition to
its other  obligations under this Section 10, Microsoft agrees that no more than
one (1) master copy and one (1) backup copy of StarSight Authorization Codes and
StarSight  Protocols  shall be made or maintained  ("Authorized  Copies").  Such
Authorized  Copies will be maintained in a locked room or container  when not in
use and will be  accessible  only by a limited  number of employees  who require
access  to  the  StarSight   Authorization  Codes  or  StarSight  Protocols  for
incorporation into the Microsoft Licensed Products. Microsoft agrees to maintain
a written record of individual  employees  that actually  accessed the StarSight
Product  Authorization  Codes or  StarSight  Protocols,  and shall  provide such
information to StarSight upon request.

         10.3  The  parties  agree  to  jointly  announce  the  signing  of this
Agreement  once it is fully  executed.  Neither  party  shall  make  any  public
announcement about or otherwise disclose to any third party the terms or content
of this  Agreement or the parties'  discussions  regarding the subject matter of
this  Agreement-without  the written  consent of the other party,  which consent
shall not be unreasonably withheld or delayed. Either party may make at any time
announcements  which are advised to be made by the Parties'  respective  outside
counsel  or that are  required  by  applicable  law,  regulatory  bodies,  stock
exchange or stock  association  rules,  so long as the party so required to make
the  announcement,  promptly  after learning of such  requirement,  notifies the
other party of such requirement and discusses with the other party in good faith
the exact wording of any such 


                                      -22-
<PAGE>

announcement.  Each  party,  as  applicable,  agrees  to  request  "confidential
treatment" from the appropriate  regulatory  authority if this Agreement must be
included as part of any public filing.

                                   SECTION 11
                                  SUB-LICENSES

         11.1 All licenses  granted  herein include the right of the licensee to
grant  sub-licenses  of or  within  the  scope  of such  licenses  to a  party's
Subsidiaries.  Each Subsidiary so  sub-licensed  shall be bound by the terms and
conditions of this Agreement (other than the payment or royalties as provided in
Section 6, which  shall  remain  the  obligation  of  Microsoft  and  StarSight,
respectively)  as if it were  named  herein in the place of such  licensee.  The
licensee  represents  to the  licensor  that it has the  power to bind each such
Subsidiary  to the terms and  conditions  of this  Agreement  and agrees to, and
shall take whatever action is necessary to, so legally bind its Subsidiaries, or
in the  alternative,  the licensee  hereby  guarantees  the  performance  of the
obligations of its Subsidiaries hereunder. The licensee shall pay and account to
the licensor  for all  payments due  hereunder in respect of the exercise by any
Subsidiary  of the  licensee of the  sub-license  granted to it  hereunder.  Any
sub-license  granted to a Subsidiary shall terminate on the date such Subsidiary
ceases to be a Subsidiary.

                                   SECTION 12
                                  MISCELLANEOUS

         12.1 Waiver. A party's failure at any time to require the other party's
performance of any obligation under this Agreement shall not affect such party's
right to require  subsequent  performance of that obligation.  Any waiver of any
breach of any provision of this Agreement  shall not be construed as a waiver of
any continuing or succeeding breach of such provision, waiver or modification of
the provision itself, or any modification of any right under this Agreement.

         12.2  Assignment.  Neither party may assign or otherwise  transfer this
Agreement, or any of its rights, licenses or obligations hereunder, to any third
party  without  the prior  written  consent of the other and any such  attempted
assignment or transfer  shall be void,  except in the case of the sale of all or
substantially  all of the  assigning  party's  assets  relating to the  licensed
products (in which case this Agreement  shall be fully binding on the licensee's
successor in interest).

         12.3 Express  Licenses  Only.  The rights and licenses  granted in this
Agreement are limited to those expressly recited.  No rights,  licenses or other
grants  are  made by  implication,  estoppel,  exhaustion,  operation  of law or
otherwise.

         12.4 Patent Marking. Microsoft shall, except as may otherwise be agreed
to in writing  (such as to account for  additional  StarSight  Licensed  Patents
which  issue),  provide the  following  notice or a  reasonable  variation to be
agreed to in advance by the parties in writing on all  Microsoft EPG Product and
with any accompanying instruction material package:

                  "StarSight Licensed:  The manufacture and sale of EPG features
                  of this product was licensed from  StarSight  Telecast,  Inc.,
                  which license


                                      -23-
<PAGE>

                  includes rights under U.S. Patent Nos.:  4,706,121; 5,151,789;
                  5,353,121; 5,479,266; and 5,479,268."

For each unit of Microsoft EPG Product which is or includes hardware,  the above
notice or the  reasonable  variation  of such  notice as  mutually  agreed to in
writing  must be  affixed  to the  hardware  and be  visible.  For each  unit of
Microsoft EPG Product which is embodied in software this notice may appear in an
"about-box"  or may be embedded as a character  (Ascii)  string which appears in
the executable  software code when it is viewed or printed.  Microsoft's failure
to comply with the foregoing  requirements shall not constitute a breach of this
Agreement;  provided, upon learning of such failure, Microsoft promptly corrects
it.

         12.5 Each party as "Granting Party" grants to the other party the right
to obtain upon request and to the extent and subject to the terms and conditions
under  which  the  Granting  Party  has the  right  to do so at the time of such
request,  a license of or within the scope  granted  herein with  respect to any
patent which would otherwise qualify as a Licensed Patent of the Granting Party,
but for  payment to third  parties as set forth in the  definition  of  Licensed
Patents.  Such license shall be granted under a separate  agreement at a royalty
rate or  other  payment  payable  by the  Granting  Party to a third  party  for
granting of such license or the exercise of rights thereunder.

         12.6     Payments, Notices and Other Communications.

         12.6.1 All notices and other communications required or permitted under
this  Agreement  shall be in writing and shall be given in one of the  following
ways:

                   (i)    by overnight courier;
                  (ii)    by registered or certified mail; or
                 (iii)    by facsimile followed by registered or certified mail.

         Such  notices  shall  be  delivered  to the  parties  at the  following
addresses (or at such other address as a party may specify by written  notice to
the other);

         If to StarSight:

                  StarSight Telecast, Inc.
                  39650 Liberty Street, 3rd Floor
                  Fremont, CA 94538
                  United States of America
                  Facsimile: (510) 353-3907
                  Attention:   Jonathan Orlick
                               Vice President Intellectual Property,
                               General Counsel



                                      -24-
<PAGE>

         If to Microsoft:

                  Microsoft Corporation
                  One Microsoft Way
                  Redmond, WA 98052-6399
                  United States of America
                  Facsimile: (206) 936-7329
                  Attention:   Thomas F. Gershaw
                               Senior Product Manager
                               Consumer Platforms Division

With a copy to:

                  Law and Corporate Affairs (same address)

         Either  party may  change its  address  by a notice  given to the other
party in the manner set forth above.  Notices and communications shall be deemed
to have been  given upon  receipt  when  delivered  personally  or by  overnight
courier, or ten (10) days after posting if sent by registered or certified mail;
or upon  receipt  by  facsimile,  provided  the  original  copy is  received  by
registered or certified mail within ten (10) days after facsimile transmission.

         12.6.2 Royalty  reports,  as described in Section 6.2, shall be sent by
overnight  delivery,  or faxed and then mailed within five (5) days as set forth
below.

If to StarSight:

                  StarSight Telecast Inc.
                  Attention: Chief Accounting Officer
                  39650 Liberty Street, 3rd Floor
                  Fremont, California 94538
                  United States of America
                  Facsimile Number: (510) 657-5022

If to Microsoft

                  Microsoft Corporation
                  One Microsoft Way
                  Redmond, WA 98052-6399

                  Attn: Special Agreements/ Dept. 551
                  Fax number (206) 936-5401


         12.6.3 All  payments by  Microsoft as set forth in Section 6.1 shall be
paid via automated  clearing house payment,  check sent by overnight delivery or
bank wire transfer to:


                                      -25-
<PAGE>


                  Attention:   [REDACTED***]
                               
                               
                               

                  ABA Routing Number: [REDACTED***]

         12.6.4 All  payments by  StarSight as set forth in Section 6.1 shall be
paid via automated  clearing house payment,  check sent by overnight delivery or
bank wire transfer to:

                  Attention:  [REDACTED***]
                              
                              
                              

                              

                  ABA Routing Number: [REDACTED***]

         12.7 Partial  Invalidity.  If any provision of this Agreement  shall be
found or held to be invalid or  unenforceable  in any jurisdiction in which this
Agreement is being performed or enforced,  the remainder of this Agreement shall
be valid and  enforceable,  and the  parties  shall use their  best  efforts  to
negotiate a substitute  valid and enforceable  provision that most nearly effect
the parties' intent in entering into this Agreement.

         12.8 Governing Law. The validity, construction, and performance of this
Agreement  shall be governed by and  interpreted in accordance  with the laws of
the State of California, USA, without regard to conflicts of laws provision.

         12.9 Section  Headings.  The heading to sections and this Agreement are
to facilitate reference only and do not form a part of this Agreement, and shall
not in any way affect the interpretation thereof.

         12.10  Entire  Agreement.  The terms and  conditions  herein  contained
constitute the entire agreement between the parties regarding the subject matter
hereof, and supersede all previous agreements and  understandings,  whether oral
or  written,  between  the parties  hereto  with  respect to the subject  matter
hereof.  No  modification,  alteration,  addition or change in the terms  hereof
shall be binding  on either  party  hereto  unless  reduced to writing  and duly
executed by the parties in the same manner as the execution of this Agreement.

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

***      Confidential treatment requested pursuant to a request for confidential
         treatment  filed with the Securities and Exchange  Commission.  Omitted
         portions have been filed separately with the Commission.

                                      -26-

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives on the dates set forth below.

MICROSOFT:                                      STARSIGHT:

MICROSOFT CORPORATION                           STARSIGHT TELECAST, INC.



By:       /s/ Craig J. Mundie                   By:      /s/ Larry Wangberg
    --------------------------------------          ---------------------------
         Craig J. Mundie                                 Larry Wangberg
         Senior Vice President                           Chief Executive Officer
         Consumer Platforms Division

Date:     December 20, 1996                     Date:    December 20, 1996
      ------------------------------------            -----------------------



                                      -27-
<PAGE>

                                   APPENDIX A

                       MICROSOFT DELIVERABLES AND SCHEDULE


         1.       Deliverables Defined

         Microsoft  shall  deliver  to  StarSight  at  least  one  copy  of each
Microsoft EPG Product and associated  development tool (e.g., software developer
kit ("SDK") and driver developer kit ("DDK"))("EPG  Development  Tools") as such
products and tools become available, as determined by Microsoft. Microsoft shall
deliver the Microsoft EPG Products and EPG Development  Tools in pre-release and
final Versions.

         2.       Schedule for Delivery

         To be agreed upon by the parties.

         3.       License Grant

         The license grants for each  Microsoft EPG Product and EPG  Development
Tool shall be the standard Microsoft license grants for such products and tools.
At a minimum,  however, the StarSight shall be entitled to and is hereby granted
at least the following license rights with respect to each Microsoft EPG Product
and EPG Development Tool:

         3.1      Microsoft  EPG  Products.   Microsoft   grants  StarSight  the
following limited, non- exclusive rights:

         StarSight may use the Microsoft  EPG Products to design,  develop,  and
test  StarSight  products  and  services and  associated  development  tools and
infrastructure  products for use with  Microsoft EPG Products,  EPG  Development
Tools and infrastructure products.

         3.2      EPG  Development   Tools.   Microsoft   grants  StarSight  the
following limited, non- exclusive rights:

                  a.  Software  Product.  StarSight  may install and use the EPG
Development Tools to design, develop, and test software application products for
use with Microsoft EPG Products ("Application").

                  b. Sample Code.  StarSight  may modify the sample  source code
located in the EPG Development  Tools "samples"  directories  ("Sample Code") to
design, develop, and test StarSight's Application.  StarSight may also reproduce
and distribute the Sample Code in object code form along with any  modifications
it  makes  to the  Sample  Code,  provided  that  StarSight  complies  with  the
Distribution  Requirements  described  below.  For  purposes  of  this  section,
"modifications" shall mean enhancements to the functionality of the Sample Code.


                                       A-1
<PAGE>

                  c. Redistributable Code. Portions of the EPG Development Tools
are designated as "Redistributable Code."

                  d.   Distribution   Requirements.   StarSight   may  copy  and
redistribute  the  Sample  Code  and/or   Redistributable   Code   (collectively
"Redistributable  Components") as described  above,  provided that (i) StarSight
distributes the  Redistributable  Components only in conjunction  with, and as a
part of its  Application;  (ii)  StarSight's  Application  adds  significant and
primary   functionality   to   the   Redistributable   Components;   (iii)   the
Redistributable  Components  only  operate in  conjunction  with  Microsoft  EPG
Products;   (iv)  StarSight  does  not  permit  further  redistribution  of  the
Redistributable Components by its end-user customers; (v) StarSight does not use
Microsoft's name, logo, or trademarks to market its Application;  (vi) StarSight
includes a valid copyright notice on its Application; and (vii) StarSight agrees
to indemnify, hold harmless, and defend Microsoft from and against any claims or
lawsuits,  including  attorneys'  fees,  that  arise or  result  from the use or
distribution  of its  Application,  except to the extent such claims or lawsuits
arise as a consequence of the Microsoft Deliverables.

                  e. Pre-Release  Code. In the event, the EPG Development  Tools
contain  pre-release  code,  then StarSight is hereby advised that is not at the
level of  performance  and  compatibility  of the  final,  generally  available,
product  offering.  These portions of the EPG Development  Tools may not operate
correctly and may be substantially  modified prior to first commercial shipment.
Microsoft  is not  obligated  to  make  this  or any  later  version  of the EPG
Development Tools commercially  available.  Microsoft grants StarSight the right
to distribute  test versions of its  Application  created using the  pre-release
code provided StarSight complies with the Distribution Requirements described in
Section 3.2(d) of this Appendix A and the following additional  provisions:  (i)
StarSight  must  mark  the  test  version  of its  Application  "BETA"  and (ii)
StarSight is solely  responsible for updating its customers with versions of its
Application that operate satisfactorily with the final commercial release of the
pre-release code.

         4.       Support

         In addition to such direct support from Microsoft  technical  personnel
as Microsoft  deems  necessary,  support for  StarSight's  use of the  Microsoft
Deliverables shall be in accordance with Microsoft's standard support offerings.



                                       A-2

<PAGE>

                                   APPENDIX B

                       STARSIGHT DELIVERABLES AND SCHEDULE


         1.       Deliverables Defined

         StarSightshall  deliver  to  Microsoft  technical  information,   trade
secrets and specifications regarding [REDACTED***],  decryption of the StarSight
data stream,  StarSight  data formats and other  technologies,  all as StarSight
deems necessary,  to facilitate the compatibility of Microsoft EPG Products with
StarSight's  data  and  transmission  network  and to  assist  Microsoft  in the
development  of  the  StarSight  Data  Loader  and  a  data  security  mechanism
(collectively "StarSight Deliverables").

         2.       Schedule for Delivery

         To be agreed upon by the parties.

         3.       License Grant

         StarSight grants Microsoft the following limited, non-exclusive rights:
Microsoft  may use the  StarSight  Deliverables  to  design,  develop,  and test
Microsoft  EPG  Products and  associated  development  tools and  infrastructure
products for use with StarSight products and services.

         4.       Support

         In addition to such direct support from StarSight  technical  personnel
as StarSight  deems  necessary,  support for  Microsoft's  use of the  StarSight
Deliverables shall be in accordance with StarSight's standard support offerings.



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

***      Confidential treatment requested pursuant to a request for confidential
         treatment  filed with the Securities and Exchange  Commission.  Omitted
         portions have been filed separately with the Commission.

                                       B-1
<PAGE>
<TABLE>

                                                      APPENDIX C

                                                 STARSIGHT TRADEMARKS

<CAPTION>

    TRADEMARK                  INT'L CLASS               COUNTRY                         APPLICATION/
                                                                                       REGISTRATION NO.

<S>                              <C>                     <C>                     <C>
STARSIGHT                        Class 9                 United States           Registration No. 1,968,793
STARSIGHT                        Class 38                United States           Registration No. 1,883,116
STAR DESIGN                      Class 9                 United States           Registration No. 1,973,971
STAR DESIGN                      Class 38                United States           Registration No. 1,915,871
STARSIGHT (AND
STAR DESIGN)                     Class 9                 United States           Registration No. 1,968,794
STARSIGHT (AND
STAR DESIGN)                     Class 38                United States           Registration No. 1,921,168
STARSIGHT                                                Canada                  [REDACTED***]
STARSIGHT                        Classes 9 and 38        France                  Registration No. 94/540158
STARSIGHT                        Classes 9 and 38        Germany                 [REDACTED***]
STARSIGHT (AND
STAR DESIGN)                     Classes 9 and 38        Germany                 [REDACTED***]
STARSIGHT                        Class 9                 Japan                   [REDACTED***]
STARSIGHT                        Class 38                Japan                   [REDACTED***]
STARSIGHT                        Class 9                 Mexico                  Registration No. 496518
STARSIGHT                        Class 38                Mexico                  Registration No. 496517
STARSIGHT                        Classes 9 and 38        United Kingdom          [REDACTED***]
</TABLE>

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

***      Confidential treatment requested pursuant to a request for confidential
         treatment  filed with the Securities and Exchange  Commission.  Omitted
         portions have been filed separately with the Commission.

                                       C-1
<PAGE>
<TABLE>
<CAPTION>

                                                      APPENDIX D
                                           MICROSOFT ROYALTY REPORTING FORM
                                        For Quarter Ending ___________________

<S> <C>                  <C>                                         <C>                    <C>                    <C>
6.1.2
---------------------  -----------------------------------------  -------------------  ----------------------  ---------------------
                                                                      QTY SOLD OR           ROYALTY RATE
                                      (6.2.1(a))                       INVOICED             [REDACTED***]          ROYALTY DUE
    VERSION NUMBER              DESCRIPTION OF MICROSOFT                 (A)                    (B)                  (A x B)
                            EPG PRODUCT and Identification 
                          of Service Provider (as applicable)
---------------------  -----------------------------------------  -------------------  ----------------------  ---------------------

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

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

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

---------------------  -----------------------------------------  -------------------  ----------------------  ---------------------
                                                                                            SUBTOTAL DUE      $
                                                                                                               --------------------
6.1.3
---------------------  ----------------------------------------  ----------------------------------------   ------------------------
 ADVERTISING 
   REVENUES                                                         NET ADVERTISING REVENUES
   RECEIVED*                  TOTAL ALLOWANCES*                         RECEIVED (A - B)                            ROYALTY DUE
     (A)                            (B)                                        (C)                                 [REDACTED***]
---------------------  ----------------------------------------  ----------------------------------------   ------------------------

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

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

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

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

---------------------  ----------------------------------------  ----------------------------------------   ------------------------
                                                                     TOTAL ROYALTY DUE FOR QUARTER ENDING  $
                                                                                                            ------------------------
*Attach itemization including description and amount.

---------------------------------------------------------------------------------------------------------------    -----------------
                                  TOTAL ROYALTY DUE (6.1.2 + 6.1.3) FOR QUARTER ENDING                            $
---------------------------------------------------------------------------------------------------------------    -----------------

I certify that this report is a true and accurate representation of the amounts due and owing StarSight to the best 
of my knowledge and information.

By:________________________________________            Printed Name:________________________________      Date:_____________________

</TABLE>

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

***      Confidential treatment requested pursuant to a request for confidential
         treatment  filed with the Securities and Exchange  Commission.  Omitted
         portions have been filed separately with the Commission.

                                       D-1
<PAGE>

<TABLE>

                                                      APPENDIX E

                                           STARSIGHT ROYALTY REPORTING FORM

                                          For Quarter Ending ________________

<CAPTION>

6.1.4
-----------------------  ------------------------  ----------------------------------------    -------------------------------------
<S>                        <C>                            <C>                                              <C>   
SUBSCRIPTION REVENUES                                     NET SUBSCRIPTION REVENUES
      RECEIVED*            TOTAL ALLOWANCES*                   RECEIVED (A - B)                            ROYALTY DUE
         (A)                      (B)                                (C)                                   [REDACTED***]
-----------------------  ------------------------  ----------------------------------------    -------------------------------------

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

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

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

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

-----------------------  ------------------------  ----------------------------------------    -------------------------------------
                                                       TOTAL ROYALTY DUE FOR QUARTER ENDING  $
                                                                                               -------------------------------------

*Attach itemization including description and amount.


I certify that this report is a true and accurate  representation of the amounts
due and owing Microsoft to the best of my knowledge and information.

By:________________________________________            Printed Name:________________________________      Date:_____________________

</TABLE>

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

***      Confidential treatment requested pursuant to a request for confidential
         treatment  filed with the Securities and Exchange  Commission.  Omitted
         portions have been filed separately with the Commission.

                                       E-1