Exhibit 10.69



                              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 Martin W. Henkel ("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 a  part-time  basis,  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.


<PAGE>

                  (a) Basic  Term.  The  Company  hereby  employs  Employee on a
part-time  basis 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) six months 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 six month 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 sixty (60) days in advance of the
beginning of any six month 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  in  such  positions  as may be  reasonably  required  by the  Board  of
Directors  of the  Company  (the  "Board").  Employee  agrees  to  devote to the
Company, as requested by the Company from time to time, ten normal work days per
month.

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

                  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  effective  on December 2, 1995 (the "Prior  Employment
Agreement"),  and, as such, entitle Employee to certain benefits,  including but
not limited 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


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<PAGE>

of the contract  period.  For example,  assuming an Effective  Time of March 15,
1997, such lump sum payment would be $636,437.

         3.       Compensation, Benefits, Etc.

                  (a) Sabbatical;  Compensation. During the Period of Employment
and commencing  immediately upon the Effective Time,  Employee shall be entitled
to a paid  sabbatical  of two  months'  duration  pursuant  to the  terms of the
Company's  Sabbatical Program at full salary (based on Employee's salary then in
effect on the effective date of the Merger). At the end of the sabbatical period
and continuing  until the end of the Period of Employment,  and in consideration
of  the  services  to be  rendered  hereunder,  including,  without  limitation,
services to any Affiliated  Company,  Employee shall be paid a monthly salary of
Ten Thousand Dollars ($10,000) (the "Monthly  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)  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
executives 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.

                  (c)  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.

         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


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<PAGE>

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 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  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


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<PAGE>

have resigned as a member of the Board as a result of such termination.

                           (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.       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
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


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<PAGE>



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.

         6.       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 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.


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<PAGE>

                  (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 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.


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                  (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,
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.

         7.       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

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

         8. 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: Martin Henkel


                  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:

                           Martin Henkel
                           141 Maricopa Drive
                           Los Gatos, CA  95032




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

         9. 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.

         10. 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 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.

         11. 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.

         12.  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.

         13.  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


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<PAGE>


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/ Martin W. Henkel
                                    ____________________________________________
                                    Martin W. Henkel
                                    Employee



                                    STARSIGHT TELECAST, INC.



                                    By:   /s/ Larry W. Wangberg
                                         _______________________________________

                                    Its:  Chief Executive Officer
                                         _______________________________________



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