Exhibit 10.68



                              EMPLOYMENT AGREEMENT


         THIS  EMPLOYMENT  AGREEMENT  (this  "Agreement")  is entered into as of
December  23,  1996  by and  between  StarSight  Telecast,  Inc.,  a  California
corporation ("Company") and Brian Klosterman ("Employee").

                                   WITNESSETH:

         WHEREAS, Company, Gemstar International Group Limited, a British Virgin
Islands corporation ("Gemstar") and a wholly owned subsidiary of Gemstar ("Sub")
are entering  into an Agreement  and Plan of Merger of even date  herewith  (the
"Merger  Agreement"),  providing for, among other things, the merger of Sub with
and into the Company (the "Merger");

         WHEREAS, following the Merger, Company desires to obtain the benefit of
continued  service of Employee,  on its own behalf and on behalf of all existing
and future "Affiliated  Companies" (defined as any corporation or other business
entity or entities that directly or indirectly controls, is controlled by, or is
under common control with the Company),  and Employee desires to render services
to Company and its Affiliated Companies;

         WHEREAS,  this Agreement  shall become  effective,  without any further
action  of  either  party,  at such  time,  and only at such  time,  as a merger
agreement  regarding the Merger is duly filed with the  California  Secretary of
State as provided by the Merger Agreement (the "Effective Time");

         WHEREAS,  if the Merger  Agreement is terminated in accordance with its
terms, this Agreement shall also terminate and become null and void; and

         WHEREAS, Company and Employee desire to set forth in this Agreement the
terms and  conditions  of  Employee's  employment  with  Company  following  the
Effective Time.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
herein contained, the parties agree as follows:

         1.       Period of Employment.


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                  (a) Basic Term. The Company hereby employs  Employee to render
services to the Company in the position and with the duties and responsibilities
described in Section 2 for the period (the "Period of  Employment")  commencing,
without any further action by either party,  at the Effective Time and ending on
the earlier of (i) three years  following  the date of the  Effective  Time (the
"Term  Date")  and (ii) the date the  Period  of  Employment  is  terminated  in
accordance with Section 4.

                  (b) Renewal.  Subject to Section 4, the Employee's  employment
will be automatically renewed for an additional one (1) year period (without any
action by either party) on the Term Date and on each anniversary thereof, unless
either party gives to the other  written  notice  ninety (90) days in advance of
the beginning of any one year renewal period that the Period of Employment is to
be terminated.  Either party's right to terminate the Period of Employment under
this Section 1(b),  instead of renewing the Agreement,  shall be with or without
cause.

         2.       Position, Duties and Responsibilities.

                  (a) Position.  Employee  hereby  accepts  employment  with the
Company as President and shall perform such  responsibilities  and duties as may
be reasonably required by the Board of Directors of the Company (the "Board").

                           Employee and the Company agree that the terms of
Employee's   employment   under  this  Agreement   constitute  a   "constructive
termination" of Employee under Section  4(b)(ii) of the employment  agreement by
and  between  Employee  and the  Company as of  December  21,  1995 (the  "Prior
Employment  Agreement"),  and, as such,  entitle Employee to severance  payments
under Section 5(a) of the Prior Employment Agreement, acceleration of Employee's
options  pursuant  to  Section  2(e) of the  Prior  Employment  Agreement  and a
"gross-up"  pursuant to Section 5(b) of the Prior  Employment  Agreement for any
excise tax  applicable  to such  severance  payments  under  Section 4999 of the
Internal  Revenue Code of 1986, as amended (the  "Code").  Under Section 5(a) of
the Prior Employment Agreement, Employee will receive a lump sum cash payment on
the Effective Time equal to his base salary,  car allowance and guaranteed bonus
for the  remainder of the contract  period.  For example,  assuming an Effective
Time of March 15, 1997, such lump sum payment would be $678,090.

                  (b)  Other   Activities.   Employee,   during  the  Period  of
Employment,  will not (i) accept  any other  employment,  or (ii)  engage in any
other business activity (whether or not pursued for pecuniary advantage) that is
competitive with, or


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<PAGE>

that  places  him in a  competing  position  to  that  of,  the  Company  or any
Affiliated Company.

         3.       Compensation, Benefits, Etc.

                  (a)  Compensation.  In  consideration  of the  services  to be
rendered hereunder,  including,  without limitation,  services to any Affiliated
Company,  Employee  shall be paid an annual salary of Two Hundred Forty Thousand
Dollars  ($240,000) (the "Annual Salary"),  payable in installments at the times
and  pursuant  to the  procedures  regularly  established,  and as  they  may be
amended, by the Company during the term of this Agreement.

                  (b) Bonus.  Employee shall also be eligible to receive, in the
discretion of the Board, an annual performance bonus (or other special bonuses),
in such amounts as determined by the Board, in its sole and absolute discretion,
but not less than 50% of current base salary.  Upon  termination  of  Employee's
employment, Employee shall be entitled to receive a portion of the bonus, on the
date it would  otherwise be payable,  proportional  to the period which Employee
was employed compared to the period for which the bonus is paid.

                  (c) Stock Options.  Upon the Effective Time, the Company shall
grant to the Employee a nonqualified stock option (the "Option") under Gemstar's
1994 Stock Incentive Plan to purchase 100,000 shares of Gemstar Ordinary Shares,
par value $.01 per share (the "Ordinary Shares"),  at a price per share equal to
the fair market value of the Ordinary  Shares on the day of the  Effective  Time
(the "Exercise Price").  Effective upon a "Change of Control" of the Company (as
defined below) the Option shall become fully  exercisable.  For purposes of this
Section  3(c),  a Change  of  Control  of the  Company  shall be  deemed to have
occurred if (i) there shall be consummated  (x) any  consolidation  or merger of
the Company in which the Company is not the continuing or surviving  corporation
or pursuant to which  shares of the  Company's  Common  Stock would be converted
into cash,  securities or other property,  other than a merger of the Company in
which the holders of the Company's Common Stock  immediately prior to the merger
have  the  same  proportionate  ownership  of  common  stock  of  the  surviving
corporation  immediately  after the merger,  (y) any reverse merger in which the
Company is the  continuing  or  surviving  corporation  but in which  securities
possessing  more than 51% of the total  combined  voting power of the  Company's
outstanding  securities are  transferred  to a person or persons  different from
those who hold such securities immediately prior to the merger, or (z) any sale,
lease,  exchange  or other  transfer  (in one  transaction  or series of related
transactions) of all, or substantially all, of the assets of the


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<PAGE>

Company,  or (ii) the stockholders of the Company approve a plan or proposal for
the liquidation or dissolution of the Company.  The Option shall be evidenced by
a standard  stock  option  agreement  utilized by Gemstar for the grant of other
stock options  under such plan and shall  contain  vesting and other terms which
are consistent with the grants of stock options made to other similarly situated
employees of the Company.

                  (d)  Benefits.  As Employee  becomes  eligible  therefor,  the
Company shall provide  Employee with the right to  participate in and to receive
benefits  from all  present  and future  life,  accident,  disability,  medical,
pension and savings plans and all similar  benefits made available  generally to
employees of the Company. The amount and extent of benefits to which Employee is
entitled  shall be governed by the specific  benefit  plan, as it may be amended
from time to time.

                  (e)  Expenses.   The  Company  shall  reimburse  Employee  for
reasonable  travel and other  business  expenses  incurred  by  Employee  in the
performance  of his duties  hereunder in accordance  with the Company's  general
policies,  as they may be  amended  from  time to time  during  the term of this
Agreement.

                  (f)  Automobile  Allowance.  As  additional  compensation  for
Employee's  services to the  Company,  the Company  shall pay Employee a monthly
automobile allowance of $1,000 during the Period of Employment.

         4.       Termination of Employment.

                  (a)  By  Death.  The  Period  of  Employment  shall  terminate
automatically  upon the death of Employee.  The Company  shall pay to Employee's
beneficiaries  or  estate,  as  appropriate,  the  compensation  to  which he is
entitled  pursuant to Section  3(a)  through the end of the month in which death
occurs. Thereafter, the Company's obligations hereunder shall terminate. Nothing
in this section shall affect any entitlement of Employee's heirs to the benefits
under any life insurance plan.

                  (b) By  Disability.  If,  in the sole  opinion  of the  Board,
Employee  shall be prevented from properly  performing  his duties  hereunder by
reason of any physical or mental  incapacity  for a period of more than 150 days
in the aggregate or 120 consecutive  days in any twelve-month  period,  then, to
the extent permitted by law, the Period of Employment shall terminate on and the
compensation  to which  Employee is entitled  pursuant to Section  3(a) shall be
paid up through the last day of the month in which the Board determines Employee
to be disabled  hereunder,  and thereafter the Company's  obligations  hereunder
shall


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<PAGE>

terminate.  Nothing in this  section  shall affect  Employee's  rights under any
disability plan in which he is a participant.

                  (c) By Company For Cause.  The Company may terminate,  without
liability,  the Period of  Employment  for Cause (as defined  below) at any time
upon notice to Employee.  Termination  shall be for "Cause" if: (i) Employee has
engaged in illegal or other wrongful  conduct  substantially  detrimental to the
business or reputation of the Company or any Affiliated  Company,  or is charged
with or  convicted  of a  felony;  (ii)  Employee  refuses  or  fails  to act in
accordance with any reasonable direction or order of the Board;  provided,  that
the Board has given  Employee  written  notice of such  refusal or  failure  and
Employee  fails to comply with such  direction or order within 30 days after the
date of such notice;  or (iii) Employee has engaged in any fraud,  embezzlement,
misappropriation or similar conduct against the Company.

                  (d) By Company  Without  Cause.  The Company may terminate the
Period of Employment  without  Cause at any time upon 30 days'  advance  written
notice to Employee. Upon such termination,  and subject to Employee's compliance
with the provisions of Sections 5 and 6 hereof, the Company shall pay Employee a
lump sum payment upon such  termination  of an amount equal to the lesser of (i)
Employee's Annual Salary,  and (ii) the remaining amounts payable by the Company
pursuant to Section 3(a) through the Term Date, and  thereafter all  obligations
of the Company hereunder shall terminate.

                  (e)      Termination Obligations.

                           (i)      Employee hereby acknowledges and agrees that
all  personal  property,  including,  without  limitation,  all books,  manuals,
records,  reports, notes,  contracts,  lists, blueprints and other documents, or
materials,  or copies  thereof,  Proprietary  Information  (as  defined  below),
furnished  to or  prepared  by  Employee  in the  course of or  incident  to his
employment,  including,  without  limitation,  records  and any other  materials
pertaining to Invention Ideas (as defined below), belong to the Company.

                           (ii) Upon  termination  of the Period of  Employment,
Employee  shall be deemed to have  resigned  from all offices then held with the
Company  or  any  Affiliated  Company  provided  that,  if at  the  time  of the
termination  of the  Period of  Employment,  Employee  is a member of the Board,
Employee  shall  not be deemed  to have  resigned  as a member of the Board as a
result of such termination.



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<PAGE>



                           (iii) The  representations  and warranties  contained
herein  and  Employee's  obligations  under  Sections  5, 6 and 7 shall  survive
termination of the Period of Employment and the expiration of this Agreement.

         5. Excise Taxes.  Neither  Employee nor the Company expect any benefits
payable to Employee  under this  Agreement,  the Prior  Employment  Agreement or
otherwise  payable  as a result of the  Merger to be  subject  to the excise tax
under Section 4999 of the Code (the "Excise Tax"). Nevertheless, if the Company,
as of the date of this Agreement,  pays to Employee $350,000 ("Total Accelerated
Payment"),  and if the Internal Revenue Service determines that any payment made
to the Employee  pursuant to the Prior Employment  Agreement shall be subject to
the Excise Tax,  the Company  shall pay to the Employee the amount of the Excise
Tax payable and additional  state or federal income taxes due as a result of the
payment to Employee of such Excise Tax. Employee shall use reasonable efforts in
seeking any available  refund or reduction in tax liability  with respect to the
Excise Tax and additional  state or federal income taxes due with respect to it.
In the event that  Employee  receives  a refund  from any  taxing  authority  or
realizes a reduction to the  Employee's tax liability with respect to the Excise
Tax and additional  state or federal income taxes due with respect to it, as the
case may be, the Employee shall promptly  reimburse the Company in the amount of
the  refund or  reduction  in tax  liability,  as  applicable,  net of any taxes
imposed thereon.

         6.       Proprietary Information.

                  (a) Defined.  "Proprietary Information" is all information and
any idea in whatever form,  tangible or intangible,  pertaining in any manner to
the  business  of the  Company or any  Affiliated  Company,  or to its  clients,
consultants or business  associates,  unless:  (i) the information is or becomes
publicly  known through  lawful means;  (ii) the  information  was rightfully in
Employee's  possession or part of his general  knowledge prior to his employment
by the  Company;  or (iii) the  information  is  disclosed  to Employee  without
confidential  or  proprietary  restriction  by  a  third  party  who  rightfully
possesses the information (without confidential or proprietary  restriction) and
did not learn of it, directly or indirectly, from the Company.

                  (b) General  Restrictions on Use.  Employee agrees to hold all
Proprietary  Information in strict  confidence and trust for the sole benefit of
the Company and not to, directly or indirectly,  disclose,  use, copy,  publish,
summarize or remove from the Company's premises any Proprietary Information (or


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<PAGE>

remove from the premises any other  property of the Company),  except (i) during
the  Period of  Employment  to the  extent  necessary  to carry  out  Employee's
responsibilities under this Agreement,  and (ii) after termination of the Period
of Employment as specifically authorized in writing by the Board.

                  (c)  Interference  with  Business;   Competitive   Activities.
Employee  acknowledges that pursuit of the activities prohibited by this Section
5(c) would necessarily involve the use or disclosure of Proprietary  Information
in breach of Section  5(b),  but that proof of such  breach  would be  extremely
difficult.  To prevent such  disclosure,  use and breach and in consideration of
employment under this Agreement,  Employee agrees for a period of one year after
termination of the Period of  Employment,  he shall not for himself or any third
party, directly or indirectly,  (i) divert or attempt to divert from the Company
(or any  Affiliated  Company)  any  business of any kind in which it is engaged,
including,  without limitation,  the solicitation of or interference with any of
its suppliers or customers,  (ii) employ,  solicit for employment,  or recommend
for employment any person  employed by the Company,  or any Affiliated  Company,
during  the  period  of such  person's  employment  and for a period of one year
thereafter,  or (iii) engage in any business  activity that is competitive  with
the Company,  unless  Employee can prove that action taken in  contravention  of
this Section 5(c)(iii) was done without the use of any Proprietary  Information;
provided,  that in no event shall Employee engage in such competitive activities
during the period  which  Employee  continues  to receive  payments  pursuant to
Section 4 above.  For purposes of this Section  5(c),  "competitive  activities"
shall be business  activities that are directly  competitive with an existing or
presently  planned  business  of the Company on the date of  termination,  which
activity  constitutes or is anticipated to constitute  more than 15% of revenues
of the Company.

                  (d)  Remedies.  Nothing in this Section 6 is intended to limit
any  remedy of the  Company  under the  California  Uniform  Trade  Secrets  Act
(California Civil Code ss. 3426), or otherwise available under law.

         7.       Employee Inventions and Ideas.

                  (a) Defined;  Statutory  Notice.  The term  "Invention  Ideas"
means any and all  ideas,  processes,  trademarks,  service  marks,  inventions,
technology,  computer programs, original works of authorship, designs, formulas,
discoveries,  patents,  copyrights,  and all  improvements,  rights,  and claims
related to the foregoing that are conceived,  developed,  or reduced to practice
by the Employee alone or with others except to the


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extent that California Labor Code Section 2870 lawfully prohibits the assignment
of rights in such ideas, processes, inventions, etc. Section 2870(a) provides:

                  Any provision in an employment  agreement  which provides that
an employee  shall  assign,  or offer to assign,  any of his or her rights in an
invention  to his or her  employer  shall  not  apply to an  invention  that the
employee  developed entirely on his or her own time without using the employer's
equipment,  supplies,  facilities,  or trade secret information except for those
inventions that either:

                           (i) Relate at the time of  conception or reduction to
practice of the invention to the employer's business,  or actual or demonstrably
anticipated research or development of the employer.

                           (ii) Result from any work  performed  by the employee
for the employer.

                  Employee hereby acknowledges that he understands the foregoing
limitations created by Section 2870.

                  (b)  Disclosure.  Employee  agrees to  maintain  adequate  and
current  written  records  on the  development  of all  Invention  Ideas  and to
disclose promptly to the Company all Invention Ideas and relevant records, which
records will remain the sole property of the Company.  Employee  further  agrees
that all information  and records  pertaining to any idea,  process,  trademark,
service  mark,  invention,   technology,  computer  program,  original  work  of
authorship,  design, formula, discovery, patent, or copyright that Employee does
not believe to be an Invention Idea, but is conceived,  developed, or reduced to
practice by Employee  (alone or with others)  during his Period of Employment or
during  the one  year  period  following  termination  of  employment,  shall be
promptly   disclosed  to  the  Company  (such   disclosure  to  be  received  in
confidence).  The Company shall examine such information to determine if in fact
the idea,  process,  or invention,  etc.,  is an Invention  Idea subject to this
Agreement.

                  (c)  Assignment.  Employee  agrees to  assign to the  Company,
without further consideration, his entire right, title, and interest (throughout
the United States and in all foreign countries), free and clear of all liens and
encumbrances, in and to each Invention Idea, which shall be the sole property of
the Company, whether or not patentable. In the event any Invention Idea shall be
deemed by the Company to be patentable or otherwise registerable, Employee shall
assist the Company (at its  expense) in  obtaining  letters  patent,  copyright,
trademark, or other


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applicable  intellectual  property  registrations  thereon and shall execute all
documents  and  do all  other  things  (including  testifying  at the  Company's
expense) necessary or proper to obtain letters patent, copyright,  trademark, or
other applicable  intellectual  property  registrations  thereon and to vest the
Company,  or any  Affiliated  Company  specified  by the Board,  with full title
thereto.  Should the  Company be unable to secure  Employee's  signature  on any
document  necessary  to apply for,  prosecute,  obtain,  or enforce  any patent,
copyright,  or other right or protection relating to any Invention Idea, whether
due to the Employee's mental or physical incapacity or any other cause, Employee
hereby  irrevocably  designates  and  appoints  Company  and  each  of its  duly
authorized  officers and agents as the Employee's agent and attorney in fact, to
act for and in the Employee's  behalf and stead and to execute and file any such
document,   and  to  do  all  other  lawfully  permitted  acts  to  further  the
prosecution,  issuance, and enforcement of patents, copyrights, or the rights or
protections  with the same  force and effect as if  executed  and  delivered  by
Employee.  Employee  hereby agrees to maintain,  update,  improve and modify the
Invention Ideas,  for so long as he is living,  regardless of whether the Period
of Employment has terminated.

                  (d) Exclusions. Employee acknowledges that there are no ideas,
processes,  trademarks,  service marks, technology,  computer programs, original
works  of  authorship,  designs,  formulas,  inventions,  discoveries,  patents,
copyrights, or improvements to the foregoing that he desires to exclude from the
operation of this Agreement, except for the inventions and ideas of Employee and
his associates  outside of the Company (i) which were or are developed  entirely
by Employee and each such  associate  entirely  outside of his or her activities
for the Company, (ii) which do not relate at the time of conception or reduction
to practice to the Company's business,  or actually or demonstrably  anticipated
research  development,  and (iii) which do not result from any work performed by
Employee for the Company. To the best of the Employee's  knowledge,  there is no
existing  contract  in conflict  with this  Agreement  or any other  contract to
assign ideas,  processes,  trademarks,  service marks,  inventions,  technology,
computer programs, original works of authorship, designs, formulas, discoveries,
patents,  or copyrights that is now in existence  between Employee and any other
person or entity.

                  (e)  Post-Termination  Period.  Because of the  difficulty  of
establishing  when any idea,  process,  invention,  etc., is first  conceived or
developed  by  Employee,  or  whether  it  results  from  access to  Proprietary
Information or the Company's  equipment,  facilities,  and data, Employee agrees
that any idea, process, trademark, service mark, technology, computer program,


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original work of authorship,  design,  formula,  invention,  discovery,  patent,
copyright, or any improvement,  rights, or claims related to the foregoing shall
be presumed to be an Invention Idea if it is conceived,  developed,  used, sold,
exploited, or reduced to practice by Employee or with the aid of Employee within
one (1) year after  termination of the Period of Employment.  Employee can rebut
the above presumption if he proves that the invention,  idea, process, etc., (i)
was first conceived and/or  developed prior to the date of this Agreement,  (ii)
was first conceived or developed after  termination of the Period of Employment,
(iii) was conceived or developed  entirely on Employee's  own time without using
the Company's equipment,  supplies,  facilities, or Proprietary Information, and
(iv) did not result from any work performed by Employee for the Company. Nothing
in this  Agreement  is  intended  to  expand  the scope of  protection  provided
Employee by Sections 2870 through 2872 of the California Labor Code.

         In connection with the  transactions  contemplated  by the Merger,  the
Company and Executive  acknowledge and agree to execute concurrently  herewith a
letter  agreement  in  the  form  attached  hereto  as  Exhibit  1  relating  to
Executive's Employment Agreement with the Company dated as of December 21, 1995.

         8.       Assignment: Successors and Assigns.

         Employee agrees that he will not assign,  sell,  transfer,  delegate or
otherwise dispose of, whether  voluntarily or involuntarily,  or by operation of
law, any rights or obligations under this Agreement, nor shall Employee's rights
be subject to encumbrance or the claims of creditors.  Any purported assignment,
transfer or delegation  shall be null and void.  Nothing in this Agreement shall
prevent the  consolidation  of the Company with,  or its merger into,  any other
corporation,  or the  sale by the  Company  of all or  substantially  all of its
properties or assets, or the assignment by the Company of this Agreement and the
performance  of its  obligations  hereunder to any  successor in interest or any
Affiliated  Company.  Subject to the foregoing,  this Agreement shall be binding
upon and shall inure to the benefit of the parties and their  respective  heirs,
legal  representatives,  successors and permitted assigns, and shall not benefit
any person or entity other than those enumerated above.

         In the event of a  consolidation  or merger of the Company with or into
another corporation,  or the sale of all, or substantially all, of the Company's
assets to another corporation,  such corporation as may survive said transaction
shall assume this Agreement and become obligated to perform all


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the terms and conditions  hereof,  and Employee's  obligations  hereunder  shall
continue in favor of such surviving corporation.

         9. Notices. All notices or other  communications  required or permitted
hereunder  shall be made in writing  and shall be deemed to have been duly given
if  delivered by hand or mailed,  postage  prepaid,  by certified or  registered
mail, return receipt requested, and addressed to the Company at:

                           StarSight Telecast, Inc.
                           39650 Liberty Street
                           Fremont, California 94538
                           Attention: _______________

                  with a copy to:

                           Gemstar International Group Limited
                           135 North Los Robles Avenue, Suite 800
                           Pasadena, California 91101
                           Attention:  Larry Goldberg

or to Employee at:

                           _______________________________________

                           _______________________________________

                           _______________________________________

                           _______________________________________


Notice of change of address shall be effective  only if made in accordance  with
this section.

         10. Entire Agreement.  Except as expressly provided herein with respect
to certain rights of Employee under the Prior Employment Agreement, the terms of
this  Agreement  are  intended  by the  parties  to be the final  and  exclusive
expression of their  agreement with respect to the employment of Employee by the
Company and may not be contradicted by evidence of any prior or  contemporaneous
agreement  any and all of which are  superceded as of the  Effective  Time.  The
parties  further  intend that this Agreement  shall  constitute the complete and
exclusive  statement of its terms and that no extrinsic evidence  whatsoever may
be  introduced  in  any  judicial,  administrative  or  other  legal  proceeding
involving this Agreement.

         11. Amendments; Waivers. This Agreement may not be modified, amended or
terminated except by an instrument in writing,  signed by Employee and by a duly
authorized  representative of the Company other than Employee.  By an instrument
in writing similarly executed, either party may waive


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compliance  by the other party with any  provision of this  Agreement  that such
other party was or is  obligated to comply with or perform,  provided,  however,
that such waiver shall not operate as a waiver of, or estoppel  with respect to,
any  other  or  subsequent  failure.  No  failure  to  exercise  and no delay in
exercising  any  right,  remedy or power  hereunder  shall  operate  as a waiver
thereof,  nor shall any single or partial exercise of any right, remedy or power
hereunder  preclude any other or further exercise thereof or the exercise of any
other right, remedy or power provided herein or by law or in equity.

         12. Severability;  Enforcement.  If any provision of this Agreement, or
the application thereof to any person, place or circumstance, shall be held by a
court of  competent  jurisdiction  to be  invalid,  unenforceable  or void,  the
remainder of this  Agreement and such  provisions  as applied to other  persons,
places and circumstances shall remain in full force and effect.

         13.  Governing Law. The validity,  interpretation,  enforceability  and
performance of this  Agreement  shall be governed by and construed in accordance
with the law of the State of California.

         14.  Injunctive  Relief.  The  parties  agree  that in the event of any
breach or threatened  breach of any of the covenants in Section 6, the damage or
imminent damage to the value and the goodwill of the Company's  business will be
irreparable and extremely difficult to estimate,  making any remedy at law or in
damages  inadequate.  Accordingly,  the parties  agree that the Company shall be
entitled to  injunctive  relief  against  Employee in the event of any breach or
threatened  breach of any such provisions by Employee,  in addition to any other
relief  (including  damages)  available to the Company  under this  Agreement or
under law.

         The parties  have duly  executed  this  Agreement  as of the date first
written above.

                                     /s/ Brian Klosterman
                                    ____________________________________________
                                    Brian Klosterman
                                    EMPLOYEE


                                    STARSIGHT TELECAST, INC.


                                    By:   /s/ Larry W. Wangberg
                                         _______________________________________

                                    Its: Chief Executive Officer
                                         _______________________________________


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