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                                                                    EXHIBIT 10.7

                       DVD MANUFACTURING LICENSE AGREEMENT

This DVD MANUFACTURING LICENSE AGREEMENT is made as of the 4th day of April,
2000, by and between MACROVISION CORPORATION, a Delaware corporation, having its
principal place of business at 1341 Or1eans Drive, Sunnyvale, California 94089,
U.S.A., facsimile number (408) 743-8610, and VIALTA.COM, INC., a California
corporation, having its principal place of business at 48401 Fremont Blvd.,
Fremont, California 94538, facsimile number (510) 492-1098.

                                    RECITALS

A.      Macrovision is the owner of all right, title and interest in and to
        certain anticopying technology which may be used to protect video
        material against unauthorized analog copying in connection with Digital
        Video Disc, Digital Video Cassette Recorder or DVD ROM program playback.

B.      As the owner of such technology, Macrovision has developed a unique
        licensing structure which relies for its success upon the proper
        implementation of the technology by Licensee, and Licensee acknowledges
        the importance to the overall success of the DVD industry of Licensee 's
        compliance with the terms and specifications set out in this Agreement.

C.      Licensee desires to incorporate the Macrovision anticopy technology
        components into Products.

D.      Macrovision acknowledges Licensee's desire and is ready to make such
        technology available to Licensee in accordance with the terms and
        conditions contained in this Agreement.

E.      Prior to the Effective Date of this Agreement, Licensee has made certain
        written representations to Macrovision, including but not limited to,
        representations regarding Licensee's background, senior executives,
        annual reports and/or financial statements, primary customers, bank and
        credit references, key shareholders, and how Licensee intends to utilize
        Macrovision technology in the commercial marketplace. Macrovision is
        relying on these representations in consenting to enter into this
        Agreement with Licensee.

                                    AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants set forth below, the
parties agree as follows:

1.      DEFINITIONS

        In this Agreement,

        1.1     "ADAPTIVE CONTROL" means the ability to switch between the
                primary configuration of the Process and one or more secondary
                configurations of the Process on a real-time basis in accordance
                with the status of control bits read from the media;

        1.2     "AGC SYSTEM" means a system of modifying a video signal so as to
                inhibit the making of Playable video recordings therefrom. This
                modification includes adding a combination of either a pseudo
                sync or a regular sync pulse with an AGC pulse. These pairs of
                sync and AGC pulses are designed to cause the AGC circuitry in a
                Recording Device to miscalculate the proper gain setting and
                thereby render copy protection performance Effective;

        1.3     "AGREEMENT" means this agreement and all attachments hereto;

        1.4     "APPARATUS" means apparatus for implementing the Process within
                a Product;



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        1.5     "APPARATUS CLAIMS" means claims 14-20 of U.S. Patent No.
                4,631,603, claims 8-14 of U.S. Patent No. 4,577,216, claims 9-13
                of U.S. Patent No. 4,819,098, claims 18-29, 32,33,44-52 of U.S.
                Patent No. 4,907,093, foreign counterparts thereof having a
                first filing date prior to April 14,2007, as well as reissues,
                continuations, continuations-in-part, divisions, patents of
                improvement, patents of addition, and inventor certificates
                thereof, and all patent applications for related improvements
                filed prior to April 14,2007;

        1.6     "AUTHORIZED COMPONENT SUPPLIER" means a Macrovision authorized
                supplier of manufactured Devices;

        1.7     "COLORSTRIPE" means the modification of a color video signal to
                inhibit the making of Playable video recordings thereof. The
                resultant color picture from a subsequent video tape recording
                will show variations in the color fidelity that appear as bands
                or stripes of color error;

        1.8     "COPY PROTECTED" means, when referring to a Disc or Digital
                Cassette, a Disc or Digital Cassette on which the Trigger Bits
                have been set to activate the Process in the Product; and when
                referring to program material means that the Process has been
                applied to the analog output of the Product;

        1.9     "DEVICE" means an Authorized Component Supplier's integrated
                circuit which contains the Apparatus;

        1.10    "DIGITAL CASSETTE" means a prerecorded digital video cassette
                which incorporates the Trigger Bits to activate or control part
                or all of the Process;

        1.11    "DISC" means a prerecorded digital video disc/digital versatile
                disc which incorporates the Trigger Bits to activate or control
                part or all of the Process;

        1.12    "DISPLAY DEVICE" means consumer-type television sets, TV-VCR
                Combinations which display an analog NTSC, PAL, YC or YUV
                signal, and all other devices which display NTSC, PAL, YC or YUV
                video signals from Products, which Licensee or its Subsidiaries
                or affiliates manufactures or sells;

        1.13    "DVCR TECHNOLOGY" means the technology used in the design
                development and/or manufacture of digital video cassette
                recorders utilizing industry standard specifications. Such
                recorders will reproduce real-time recordings as well as play
                back Digital Cassettes. Such recorders do not include digital
                recorders that record on a less-than-real time basis for later
                playback. For the purposes of this Agreement,
                "less-than-real-time" means any application in which a video
                program is transmitted to an end user in significantly less time
                than the program 's normal running time, and is recorded as
                received on any suitable medium, for later viewing by the end
                user;

        1.14    "DVD TECHNOLOGY" means the technology used in the design,
                development and/or manufacture of Digital Versatile Disc players
                and/or recorders utilizing industry standard specifications,
                independent of the laser technology, the method of media
                production and the disc or system parameters. Such players
                and/or recorders may utilize industry standard specifications
                and will reproduce real-time recordings as well as playback
                Discs. Such recorders do not include digital recorders that
                record on a less-than-real time basis for later playback;

        1.15    "EFFECTIVE" or "EFFECTIVENESS" or words of similar import means
                the characteristic of recording a Process-encoded input signal
                in such a way that it seriously degrades the recorded signal to
                produce a



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                picture, the entertainment value of which is destroyed. Subject
                to the foregoing, one means of determining whether the
                Effectiveness requirements have been met would be to ascertain:

                1.15.1. for the AGC System, that Recording Devices will react to
                        the AGC signal such that, when a program has been Copy
                        Protected with the AGC process, a Recording Device will
                        create copies of the program which, when played back,
                        display a reduction in their video signal amplitude of
                        at least 65%. More specifically, a standard color bar
                        signal containing 100% peak white, and measuring 1 volt
                        peak-to-peak from sync tip to peak white, when Copy
                        Protected according to the latest published AGC process
                        specifications, should be reduced to 350 millivolts or
                        less as measured from sync tip to peak white, when
                        recorded and played back. [Note that the AGC pulses
                        cycle in amplitude between zero and 117 IRE units. The
                        reduction to 350 millivolts peak-to-peak of the recorded
                        video level should be measured while the AGC pulses are
                        at maximum level.];

                1.15.2. for Colorstripe, that a Recording Device will be
                        considered to have met the Effectiveness criteria for
                        Colorstripe, if, on playing back a Colorstripe-protected
                        video program which was recorded on the Recording Device
                        used for such play back, any one or more of the
                        following effects is produced:

                        1.15.2.1    a complete inversion of the color phase of
                                    the chroma on those lines which began with a
                                    Colorstripe-modified colorburst;

                        1.15.2.2    a complete loss of chroma on the active
                                    portion of those lines following a
                                    Colorstipe-modified colorburst;

                        1.15.2.3    a complete or intermittent loss of chroma
                                    throughout at least 50% of the visible image
                                    (if intermittent, the chroma should be
                                    missing not less than 50% of the time in any
                                    10 second interval); or

                        1.15.2.4    any other form and level of degradation to
                                    which Macrovision in its sole and absolute
                                    discretion agrees in writing;

                1.15.3. Licensee may satisfy the requirements for Effectiveness
                        herein by incorporating into its Recording Devices
                        circuitry which will detect a modified signal as
                        described in the AGC System and/or Colorstripe and, upon
                        doing so, stop recording.

                1.15.4. Attachment 8 sets out the pertinent test criteria by
                        which Licensee may verify the responsiveness of its VCR
                        circuitry for the purpose of determining Effectiveness;

        1.16    "EFFECTIVE DATE" means the date entered in the preamble of this
                Agreement;

        1.17    "LICENSEE" means ViAlta.com, Inc. and its Subsidiaries;

        1.18    "MACROVISION" means Macrovision Corporation;

        1.19    "METHOD CLAIMS" means claims 1-13 of U.S. Patent No. 4,631,603,
                claims l-7 of U.S. Patent No. 4,577,216, and claims 1-8 of U.S.
                Patent No. 4,819,098, foreign counterparts thereof having a
                first filing date prior to April 14,2007, as well as reissues,
                continuations, continuations-in-part, divisions, patents of
                improvements, patents of addition and inventor certificates
                thereof, and all patent applications for related improvements
                filed prior to April 14, 2007;



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        1.20    "PERSONAL VIDEO RECORDER" means a stand-alone, real-time video
                recording appliance containing a Device, having both analog
                video input and output ports, which digitize the analog input
                for recording in a digital format on a removable or
                non-removable recording medium (other than a Digital Cassette or
                a Disc) with subsequent output as analog video;

        1.21    "PLAYABLE" and "PLAYABILITY" means the characteristic of not
                displaying materially degraded pictures from signals containing
                the Process, including color bars and active program material.
                The ideal playability requirement for an anticopy process
                requires that a skilled observer, viewing a variety of typical
                and worst case images on a large representative sampling of TV
                models in use, should be unable to determine whether copy
                protection is turned on or not. In this context, worst case
                images are those most likely to produce visible artifacts for
                the particular copy protection system in question. For the
                purposes of this Agreement, compliance with the Playability
                requirements of the Agreement will be determined largely by
                objective measurement criteria, but in light of the
                impossibility of including every possible situation under an
                objective measurement umbrella, Licensee is required to adhere
                to a subjective indicator of playability also. The subjective
                indicator, from which the objective measurements are derived, is
                as follows: the TV model in question, when displaying copy
                protected images, should not produce any artifacts as a result
                of the copy protection which could cause critical consumers to
                complain. Without limiting the generality of the foregoing,
                Playability will be deemed to have been achieved when:

                1.21.1. with respect to the AGC System,

                        1.21.1.1    Skew Errors. The horizontal phase lock loop
                                    shall have recovered from any disturbance
                                    caused by the pseudo-sync pulse component of
                                    the AGC process such that the first active
                                    line of each field shall be offset
                                    horizontally by no more than 200 nanoseconds
                                    from its correct position. Subsequent lines
                                    shall have smaller offsets in a smoothly
                                    diminishing manner. Also, the offset error
                                    profile on alternate fields shall differ by
                                    no more than 10%;

                        1.21.1.2    Clumping errors. The black level clamping
                                    circuits shall have recovered from any
                                    disturbance caused by the pseudo-sync/AGC
                                    pulse pairs, such that the blanking error on
                                    the first active line of each field shall be
                                    within 2 IRE unit of its correct value, and
                                    subsequent lines shall have smaller errors
                                    in a smoothly diminishing manner. Also, the
                                    error profile on alternate fields shall
                                    differ by no more than 0.5 IRE units to
                                    avoid flicker. This measurement should be
                                    carried out when the AGC pulses are at
                                    maximum amplitude;

                        1.21.1.3    Gain Errors. The gain of the luminance or
                                    chrominance channels of the TV set shall
                                    change by no more than 1% when the AGC
                                    pulses are cycled between maximum and
                                    minimum amplitude;

                        1.21.1.4    Vertical Jitter. Any vertical jitter caused
                                    by the interaction of the pseudosync pulses
                                    and the vertical sync circuits of the TV set
                                    shall be less than 0.05% of picture height;
                                    and

                        1.21.1.5    Retrace Blanking. TV sets should have
                                    adequate blanking to ensure the absence of
                                    any visible artifacts due to the presence of
                                    AGC pulses during the retrace period;



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                1.21.2. with respect to Colorstripe,

                        1.21.2.1    RGB amplitude Errors. The demodulated RGB
                                    signals shall exhibit no more than a
                                    0.5% amplitude differential between lines
                                    with modified colorburst and lines with
                                    normal colorburst, measured using 75% color
                                    bars. Field to field (30Hz) changes of this
                                    differential should be less than 0.1%. This
                                    measurement may either be made
                                    differentially between tube grids and
                                    cathodes, or directly on the color
                                    difference signals with appropriate scaling;

                        1.21.2.2    Saturation Changes. The amplitude of the
                                    demodulated color difference signals shall
                                    change by no more than 1% when the
                                    Colorstripe process is cycled on and off;

                        1.21.2.3    Phase Changes. The phase of the regenerated
                                    color subcarrier shall change by no more
                                    than 1 degree when the Colorstipe process is
                                    cycled on and off; and

                        1.21.2.4    Luminance artifacts. The separated luminance
                                    signal shall exhibit no amplitude variations
                                    in excess of 0.25% on lines with modified
                                    colorbursts as compared to lines with normal
                                    colorburst.

        1.22    "PROCESS" means Macrovision's proprietary Analog Protection
                System ("APS") in which the video signal is modified by:

                1.22.1. the AGC System, or

                1.22.2. the AGC System and Colorstripe, as more particularly
                        described in Attachments 1A and 1B;

        1.23    "PRODUCT", sometimes individually referred to herein as a Player
                or a Recorder, means one or more of the following:

                1.23.1  a Disc player which incorporates the Device, and an
                        analog video output port and associated control
                        software, and which is offered for sale or intended to
                        be offered for sale by Licensee to consumers, directly
                        or indirectly, for purposes of play back of real-time
                        Discs; or

                1.23.2  Disc recorder which incorporates the Device, and an
                        analog video output port and associated control
                        software, and which is offered for sale or intended to
                        be offered for sale by Licensee to consumers, directly
                        or indirectly, for purposes of play back and/or
                        recording of real-time Discs; or

                1.23.3  a digital video tape recorder which incorporates the
                        Device, and an analog video output port and associated
                        control software, and which is offered for sale or
                        intended to be offered for sale by Licensee to
                        consumers, directly or indirectly, for purposes of
                        recording and/or playback of real-time Digital
                        Cassettes, and includes digital video tape recorders as
                        well as camera/recorder ("camcorders" combinations
                        containing analog video output or input ports; or

                1.23.4  a DVD ROM drive and/or a circuit board or other
                        associated circuitry which incorporates or utilizes the
                        Device and an analog video output port and associated
                        control software, and



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                        which is offered for sale or intended to be offered for
                        sale by Licensee to consumers, directly or indirectly,
                        for purposes of play back of real-time Discs;

                1.23.5  any future product incorporating the Device which
                        emulates the functionality of any of the foregoing;
                        provided that any question of interpretation as to
                        whether any such product actually constitutes a Product
                        for the purposes of this definition will be broadly
                        construed in favor of providing copy protection to
                        Rights Holders;

        1.24    "RECORDING DEVICE" means any consumer-type analog video
                recorders, including camcorders, and/or consumer-type analog
                television-video recorder combinations which Licensee or
                affiliates manufactures or sells under its own brand names after
                the Effective Date;

        1.25    "RIGHTS HOLDER" means an owner of program rights to any material
                to be recorded on a Disc or a Digital Cassette. Rights Holders
                will be under individual licenses from Macrovision to activate
                the Process by encoding or embedding codes onto a copy-protected
                Disc or Digital Cassette during the mastering and/or
                manufacturing of the Disc or Digital Cassette;

        1.26    "SECURITY STANDARDS" means the features Licensee must include in
                the design of the Player or Recorder to reasonably ensure that
                the Apparatus cannot readily be compromised, activated or
                deactivated by an unauthorized party, as specified in Attachment
                2;

        1.27    "SET TOP DECODER" means a digital video decoder which contains a
                Device and which enables consumers to receive television
                broadcasts or transmissions of pay-per-view programming over
                cable, direct broadcast satellite, telephone lines or by other
                means;

        1.28    "SUBSIDIARY" means any entity in which the majority of shares
                entitled to vote for the election of directors is owned or
                directly or indirectly controlled by a party hereto, for as long
                as such ownership or control exists;

        1.29    "TECHNOLOGY" means Macrovision's proprietary technology
                embodying the Apparatus Claims (but not the Method Claims), the
                technology specified in Attachments 1A, lB, 2 and 3, related
                trade secrets, know-how, and show-how, and all related
                improvements developed by Macrovision in the future, necessary
                to enable a reasonably competent manufacturer to design, develop
                and/or manufacture Products which will allow application of the
                Process to the analog output of a Player or a Recorder and which
                will allow detection of the analog copy protection signal on the
                analog input of a Recorder, but expressly excludes the
                technology used for activation of the Adaptive Control of the
                Process;

        1.30    "TERRITORY" means the countries in which Macrovision has
                relevant patents, as listed in Attachment 4. Macrovision, upon
                the written request of Licensee, will consider in good faith the
                addition of individual nations to the Territory on a
                nation-by-nation basis; and

        1.31    "TRIGGER BITS" means those Analog Protection System (APS)
                trigger bits, to control the application of the Process within a
                Product the function of which is to control the application of
                the Process within a Product.



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2.      GRANT OF RIGHTS/PAYMENTS

        2.1     GRANT. For valuable consideration, and subject to the terms and
                conditions of this Agreement, Macrovision grants to Licensee,
                and Licensee hereby accepts from Macrovision, the following
                royalty-free, indivisible, non-exclusive and non-transferable
                rights to use the Technology to:

                2.1.1.  purchase the Device from Authorized Component Suppliers;

                2.1.2.  incorporate in the Territory, or have incorporated in
                        the Territory on a subcontract basis for the benefit of
                        Licensee, the Device within one or more Products; and

                2.1.3.  use, import, offer for sale, sell and distribute
                        Products worldwide, for use in implementing the Process
                        with program material which has been Copy Protected
                        under agreement with Macrovision, directly or indirectly
                        to consumers solely under Licensee's own brand names;
                        provided that Licensee also has the worldwide right to
                        physically dispose of defective Product after it has
                        been destroyed.

                Macrovision also agrees not to assert its rights against
                Licensee for Licensee's manipulation or passing of the Trigger
                Bits by way of a software function.

        2.2     FIELD OF USE RESTRICTIONS. Licensee acknowledges that
                Macrovision is granting and Licensee is receiving under this
                Agreement only those rights expressly set out in this Agreement
                and no other rights or licenses, express, implied or by
                estoppel. Without limiting the generality of the foregoing, this
                Agreement grants no rights whatsoever with respect to
                less-than-real-time applications, pay-per-play Discs and related
                hardware, Set Top Decoders and Product/Set Top Decoder
                combinations, Personal Video Recorders and Product/Personal
                Video Recorder combinations, and Products manufactured in
                combination with other digital devices. Licensee expressly
                acknowledges that its right to offer for sale, sell and
                distribute Products incorporating the Device directly or
                indirectly to consumers is restricted solely to allowing such
                consumers to utilize such Products to play program material Copy
                Protected under an agreement with Macrovision (which restricted
                use Licensee will incorporate into its Product manuals).

        2.3     OEM'S. Agreement is not applicable by itself to situations in
                which Licensee proposes to build Product on an original
                equipment manufacturer (OEM) basis for third party suppliers who
                market such Products under their own brand names, and no rights
                to sublicense the Technology are granted hereunder. In addition
                to this Agreement, a separate non-assertion agreement between
                Macrovision and Licensee substantially in the form attached
                hereto as Attachment 7 will be required in such instances, and
                all such third party suppliers who will sell or otherwise
                distribute more than five thousand (5,000) Products in any
                calendar year, directly or indirectly to consumers, under their
                own brand names, must execute a license agreement with
                Macrovision under Macrovision's then current license terms,
                prior to receiving shipment of Product from Licensee. However,
                provided that Licensee has entered into the separate
                non-assertion agreement with Macrovision, Licensee may sell a
                limited number of Macrovision-certified Products to non-licensed
                third parties on an OEM basis pursuant to the terms of such
                non-assertion agreement. Macrovision will negotiate the required
                nonassertion agreement and third party license agreements in
                good faith. Parties desiring to acquire nonMacrovision capable
                DVD equipment from Licensee on an OEM basis are not required to
                obtain a license from Macrovision.

        2.4     FEES APPLICABLE. Notwithstanding Section 2.1, Licensee will pay
                to Macrovision a license fee in the amount of thirty-thousand
                U.S. dollars ($30,000.00) which is payable upon execution of the
                Agreement by Licensee. In addition, throughout the term of this
                Agreement, Licensee will pay to



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                Macrovision an ongoing annual license fee of fifteen-thousand
                U.S. dollars ($15,000.00) on each anniversary of the Effective
                Date unless, for any given year, Licensee produces or has
                produced for it less than one hundred (100) items comprising
                Products, in which event the annual fee will be five thousand
                dollars ($5,000.00). If following the Effective Date Licensee
                chooses to enter the Display Device and/or Recording Device
                business, then, notwithstanding Section 2.1, Licensee will
                choose (and notify Macrovision in writing of such choice), prior
                to shipping any such products for revenue, whether or not it
                will comply with both Sections 4.3 and 4.4 of this Agreement. If
                Licensee chooses not to comply with either Section 4.3 or 4.4,
                as applicable, then the following additional fees will apply:

                2.4.1.  ADDITIONAL UP-FRONT FEE. Licensee will pay to
                        Macrovision, in addition to the license fees referred to
                        in section 2.4 hereof, a license fee of one hundred
                        thousand U.S. dollars ($100,000.00), payable thirty
                        (30)days after the twelve-month anniversary of the
                        Effective Date; and

                2.4.2.  PRODUCT ROYALTY FEES. Licensee will pay to Macrovision a
                        Product Royalty Fee equal to five U.S. dollars
                        ($5,000.00) or two percent (2%) of Licensee 's wholesale
                        price to its distributors, whichever is greater, for
                        each Product sold by Licensee from the inception of this
                        Agreement until such time as Licensee becomes compliant.
                        All Product Royalty Fees are payable to Macrovision
                        within thirty (30) days after the close of each calendar
                        quarter in which such Product is sold.

                In the event that Licensee chooses to become compliant with
                Sections 4.3 and 4.4 of this Agreement subsequent to fees
                becoming payable under this Section, Licensee will not be
                relieved of its obligation to pay any fees which have accrued
                prior to such time as Licensee actually becomes compliant.

        2.5     PAYMENT TERMS. Each royalty payment due to Macrovision under
                Section 2.4, if any, will be accompanied by a written statement
                substantially in accordance with Attachment 6, specifying the
                amount of payment due Macrovision and the means of calculation
                thereof. Each statement will be certified as true and correct by
                an officer of Licensee. Interest will be due on any late payment
                at the rate of eighteen percent (18%) per annum or the maximum
                rate permitted under applicable law, whichever is less, from the
                due date of such payment until the date of actual payment.

        2.6     BILLING ADDRESS. Licensee's billing address for the purposes of
                this Agreement, if applicable, is:

                48401 Fremont Blvd
                Fremont, Ca 95538
                Attention:  Tai Nguyen
                Tel:  (510) 492-1775
                Fax:  (510) 492-1800

        2.7     AUDIT RIGHTS. Whether or not this Agreement commences as or
                becomes a royalty-bearing agreement, Macrovision will have the
                right during the term of this Agreement and for one (1) year
                thereafter to have an independent certified public accounting
                firm review or audit Licensee records for the purpose of
                certifying compliance with this Agreement. All audits will be at
                Macrovision's expense and conducted during regular business
                hours, and begun upon at least one (1) week's prior notice. If
                the audit reveals that any payments due to Macrovision have been
                understated by more than five percent (5%), or that Licensee has
                otherwise materially breached this Agreement, then, without
                limiting any other rights which Macrovision may have in respect
                thereof, Licensee will



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                reimburse Macrovision for the cost of the audit. Any
                discrepancy in the amounts paid will be corrected within ten
                (10) days of the written notice of the official results of the
                audit being delivered by the auditor.

3.      DESIGN REQUIREMENTS/CERTIFICATION AND COSTS

        3.1     DESIGN AND DEVELOPMENT OF PRODUCTS. Licensee will design and
                develop the Product to properly incorporate the Technology in
                accordance with Attachments lA, lB, 2 and 3. Macrovision will
                have no responsibility for the design, development, manufacture
                and distribution of Products. Licensee further agrees and
                acknowledges that the design, development, manufacture, and
                integration of the Technology into a Product will be at Licensee
                's sole expense.

        3.2     ADAPTIVE CONTROL. Licensee will be solely responsible for
                implementation from a software and hardware perspective of the
                Adaptive Control of the Process and the Device. Macrovision will
                not provide to Licensee any software or hardware component
                related to Adaptive Control, or any specification therefor, and
                Licensee will be solely responsible for providing (or obtaining
                from third parties) the necessary adaptive control capability
                within the DVD or DVCR format. Licensee acknowledges that the
                Product specification developed by Macrovision provides for
                Adaptive Control, but that Authorized Component Suppliers are
                free to implement Adaptive Control in a unique manner which may
                result in Adaptive Control differences from one Authorized
                Component Supplier to another.

        3.3     CERTIFICATION PROCESS. Prior to shipment of the initial item
                constituting a Product hereunder to any customer (including OEM
                customers), Licensee will furnish such initial Product and its
                product manual to Macrovision at Licensee's sole expense, and
                will coordinate with Macrovision the time period required for
                the testing and approval thereof. Licensee will not ship any
                Product or New Product until such item has been tested and
                approved by Macrovision and Macrovision has provided Licensee
                with a certificate evidencing such approval. Subsequent Product
                shipments do not require testing prior to shipping, however,
                throughout the term of this Agreement, Macrovision may request
                that Licensee provide up to three (3) representative samples of
                each Product, even if such Product has already been tested and
                certified by Macrovision. For purposes of this Agreement, a New
                Product means any Product which i) contains a Device
                manufactured by a different manufacturer, ii) which uses
                different firmware or microcontroller code to control the
                Device, iii) which uses new navigator software which manipulates
                the Trigger Bits, or iv)which incorporates changes to the
                filtering of the analog signal. A Product will also require
                recertification if it was validated for only one TV standard and
                subsequently will be deployed in an area with a different TV
                standard. Licensee agrees to promptly respond* to technical
                questions raised by Macrovision which arise as a result of such
                testing or which relate to variances from Attachments lA, lB, 2
                and 3 of this Agreement or the Security Standards, and agrees to
                discuss such matters with Macrovision at Macrovision's facility
                in Sunnyvale, California as may be reasonably necessary.
                Licensee agrees that it shall be the Licensee's ongoing
                responsibility to design and manufacture all Products such that
                they meet the requirements of Attachments lA, lB, 2 and 3 of
                this Agreement and the Security Standards.

4.      ADDITIONAL TERMS

        4.1     ACTIVATION/USAGE OF TECHNOLOGY INTO DVD TECHNOLOGY AND/OR DVCR
                TECHNOLOGY. For the purposes of this Agreement:

                4.1.1.  it is assumed that a mechanism by which a Disc and/or a
                        Digital Cassette can be encoded with a part of the
                        Process and/or have the digital bit stream marked in
                        such a manner that it



                                 9~CONFIDENTIAL
<PAGE>   10

                        will activate the Apparatus and add the Process to the
                        analog output of the Product exists and is available to
                        Licensee and/or Rights Holders;

                4.1.2.  a Rights Holder will determine if a particular Disc or
                        Digital Cassette is to be Copy Protected;

                4.1.3.  the Apparatus will be "off" (i.e., no Process output)
                        unless a Disc or Digital Cassette has been encoded for
                        copy protection and/or has copy protection embedded
                        codes; and

                4.1.4.  Licensee agrees that only Macrovision can authorize
                        usage of the Process or encoding or embedding of Process
                        codes or Process activation codes onto Discs and Digital
                        Cassettes.

        4.2     UTILIZATION OF TECHNOLOGY. Licensee will incorporate the
                Technology in each DVD player, DVD recorder, DVD ROM drive and
                DVD-related card, circuit board or reference design which it
                produces or has produced for it. Nothing in this Agreement
                prohibits Licensee from also incorporating any other form of
                anticopy technology, whether existing now or in the future, into
                its Products, or from incorporating the Technology into DVD
                players, DVD recorders, DVD ROM drives and DVD-related cards or
                circuit boards which do not have the capability to decrypt
                digitally encrypted video discs.

        4.3     RECORDING DEVICE RESPONSE TO TECHNOLOGY. Licensee represents and
                warrants to Macrovision that as of the Effective Date, Licensee
                does not manufacture or have manufactured for it any items which
                constitute Recording Devices. Licensee will promptly notify
                Macrovision in writing in the event that it commences business
                as a manufacturer or seller of Recording Devices. If during the
                term of this Agreement Licensee manufactures or has manufactured
                for it any Recording Devices, then Licensee will use its best
                efforts, in accordance with this provision, to ensure that its
                Recording Devices be responsive to Revision 6.1 and 7.1.Dl (or,
                at Licensee's option, higher) of the Process by stopping
                recording or recording a Process-encoded input signal in such a
                way that it is Effective. In particular, Licensee will not alter
                the design of any Recording Device (including but not limited to
                changes to the luminance AGC system or color processing) in a
                manner that would reduce the Effectiveness of the response to
                the Process as described above. License will either stop selling
                and manufacturing all such Recording Devices that are not
                responsive to the Process in a way that is Effective or alter
                the design (including but not limited to changes to the
                luminance AGC system or color processing) of such non-responsive
                Recording Devices so as to render them Effective. Licensee will
                indicate in writing to Macrovision its actions taken in this
                regard. This Section 4.3 shall not apply to Recording Devices
                manufactured and/or distributed for sale to consumers within the
                United States of America.

        4.4     DISPLAY DEVICE PLAYABILITY WITH MACROVISION ANTICOPY SIGNAL.
                Licensee represents and warrants to Macrovision that as of the
                Effective Date, Licensee does not manufacture or have
                manufactured for it any items which constitute Display Devices.
                Licensee will promptly notify Macrovision in writing in the
                event that it commences business as a manufacturer or seller of
                Display Devices. If during the term of this Agreement Licensee
                manufactures or has manufactured for it any Display Devices,
                Licensee, in accordance with the terms of this Section, will
                ensure that all such Display Devices be Playable with Revision
                6.1 and 7.1.D1 (or higher at Licensee's option) of the Process.
                Macrovision will provide the information necessary in its
                reasonable opinion to support Licensee in this effort.
                Additionally, Licensee will not design Display Devices, or
                implement designs in future Display Devices, in a manner which
                has the effect of reducing the Effectiveness of the Process when
                displaying an analog signal to which the Process has been
                applied. If prior to May 1, 1999, the interindustry forum to
                resolve Playability issues has been formed as contemplated in
                the Joint Explanatory Statement of the Committee of the
                Conference for the Digital Millennium Copyright



                                       10
                                  CONFIDENTIAL
<PAGE>   11

                Act of the Second Session of the 105th United States Congress
                (H. R. 2281), then the requirements of this Section 4.4 will be
                suspended for so long as such inter industry forum remains
                available to resolve such Playability issues. Licensee
                understands that the Joint Explanatory Statement contemplates
                the establishment of an inter industry forum to resolve
                Playability issues on a worldwide basis which may arise in the
                future in relation to either revisions to the technical
                specifications for the Process or the development of new
                consumer technologies and products. Licensee acknowledges that
                prior to the Effective Date, the Process was the subject of
                extensive testing of existing display device technologies which
                testing included all or virtually all of the major consumer
                electronics manufacturers, and that this testing resulted in
                modifications of the specifications (which modifications are
                incorporated in Revision 7.1.D1) to assure that the Process
                does not produce noticeable adverse effects on the normal
                display of content that is protected utilizing the Process.
                Accordingly, Licensee further acknowledges that it is on notice
                of the existence of the Process and its technical specifications
                and should be able to design its products to avoid any adverse
                effects. Macrovision has agreed to cooperate in the inter
                industry forum, however, Licensee accepts that Macrovision will
                not be responsible for resolving future Playability issues with
                respect to existing display device technologies unless such
                issues are the result of changes to the technical specifications
                for the Process made by Macrovision.

        4.5     PROCESS ATTRIBUTES. Licensee will not make any representations
                about the Apparatus, its effectiveness and attributes that are
                contrary to any written representations provided by Macrovision.
                Licensee will instruct its distributors to similarly limit
                representations made with respect to the Technology.

        4.6     LIQUIDATED DAMAGES. If Licensee fails to comply with Section 4.2
                herein, or, having elected to comply with Sections 4.3 and 4.4
                herein, fails to comply with one or both such Sections, then the
                parties agree that, as a realistic assessment of damages
                suffered by Macrovision and not by way of penalty, Licensee will
                pay to Macrovision in the form of liquidated damages the greater
                of the following amounts:

                4.6.1.  an amount equal to one hundred thousand U.S. dollars
                        ($100,000.00) plus two-percent (2%) of the wholesale
                        value of all DVD player and DVCR product, whether or not
                        containing the Technology, which Licensee manufactures
                        and makes available for sale; or

                4.6.2.  five hundred thousand U.S. dollars ($500,000.00).

        4.7     CONSEQUENTIAL DAMAGES. Notwithstanding anything contained in
                this Agreement, Licensee will be liable to Macrovision for
                consequential damages resulting from Licensee's failure to
                fully comply with the provisions of Section 4.2, or, after
                having elected to comply therewith, Sections 4.3 or 4.4, whether
                as a result of its negligence or intentional conduct.

        4.8     VIDEO CAPTURE CARDS. If video capture cards which Licensee
                manufactures or has manufactured are capable of capturing the
                video stream for output at a resolution greater than 240 by 320,
                and more than thirty (30) fields per second (equivalent to
                fifteen (15) frames per second), then Licensee will take one of
                the following actions, at its choice:

                4.8.1.  design and manufacture such video capture cards such
                        that they are "AGC aware", i.e., they stop their
                        recording process when a Macrovision pseudo sync pulse
                        and/or AGC pulse is detected in the vertical blanking
                        interval; or

                4.8.2.  pass the copy protection signal through the Product
                        transparently (i.e., no analog-to-digital conversion)by
                        hardwire means to the analog output port; or



                                       11
                                  CONFIDENTIAL
<PAGE>   12

                4.8.3.  digitize the incoming signal and, if the AGC System or
                        Colorstripe signal is present, apply the Trigger Bits to
                        a Device that activates the AGC System or the
                        combination of the AGC System and Colorstripe, for the
                        purpose of copy protecting any analog output;

                provided, however, that with respect to existing video capture
                cards Licensee will not be required to implement the terms of
                this provision until eighteen (18) months after the Effective
                Date, and that this Section shall not apply to video capture
                cards which do not accept or process NTSC, PAL or SECAM video
                input.

5.      SUPPORT AND IMPROVEMENTS

        5.1     MACROVISION SUPPORT. When requested by Licensee, Macrovision
                will provide, at no cost to Licensee, telephone, fax and email
                technical support (and in-person support at Macrovision's
                offices in Sunnyvale, California) and documentation reasonably
                necessary to assist Licensee and Licensee's chosen Authorized
                Component Suppliers with the implementation of the Technology in
                its Products. Macrovision will provide reasonable support to
                Licensee regarding the use of the Process and its Playability
                and Effectiveness with TVs and VCRs, and evaluate problems and
                use reasonable efforts to resolve problems reported to Licensee
                by consumers.

        5.2     IMPROVEMENTS. Macrovision will apprise Licensee of any
                improvements in the Apparatus and pursuant to the terms of
                Section 1.5 ("Apparatus Claims") such improvements shall
                automatically be granted to Licensee pursuant to the terms of
                Section 2 (Grant of Rights/Payments) at no charge to Licensee
                other than those set forth in Section 2.4 (Fees Applicable) and
                Macrovision's reasonable non-development related costs for
                services requested in writing by Licensee, which costs may
                include (but are not limited to)documentation, travel, meal and
                lodging expenses. During the term of this Agreement, and
                pursuant to the terms of Section 2 (Grant of Rights/Payments)
                Licensee may purchase any improved version of the Device that is
                made available by Authorized Component Suppliers.

        5.3     COMPLETE DOCUMENTATION. Macrovision represents that the
                specifications contained in Attachments 1A, lB, 2, and 3 are
                complete to enable a reasonably competent manufacturer to
                design, develop and/or manufacture Products which will allow
                application of the Process to the analog output of a Player or a
                Recorder and which will allow detection of the analog copy
                protection signal on the analog input of a Recorder, but exclude
                the technology used for activation of the Adaptive Control of
                the Process, and may be updated from time to time to reflect
                improvements to the Process.

6.      PROPRIETARY RIGHTS

        6.1     PROPRIETARY PROPERTY OF MACROVISION. Licensee recognizes and
                agrees that the Apparatus, the Process and the Technology are
                the proprietary property of Macrovision and that Licensee has no
                right to sublicense the Apparatus, the Process or the Technology
                to any party and has only such limited rights as are expressly
                granted by Macrovision to Licensee hereunder. Macrovision
                represents and warrants that it owns the Technology and has the
                right and power to enter into this Agreement with Licensee.
                Macrovision represents that it has no knowledge as of the
                Effective Date of any material claims by third parties that the
                Process as implemented using the Device infringes any third
                party patents.

        6.2     PRODUCT NOTICE. Licensee will display notices as set forth in
                Attachment 5 on Products and associated collateral material, as
                required to appropriately protect Macrovision's intellectual
                property



                                       12
                                  CONFIDENTIAL
<PAGE>   13

                rights in the country of Product distribution. Such notices may
                be in a language appropriate to the countries where the Product
                will be distributed.

7.      QUALITY CONTROL

        Licensee will employ such industry quality standards with respect to use
        of the Technology as would be expected of a reasonably competent
        manufacturer of electronic devices of the nature and complexity of the
        Products, and will design, develop and manufacture Products and any
        related operating system software capable of using the Apparatus in
        compliance with the Security Standards and Adaptive Control. Licensee
        will coordinate any quality control questions which may arise in respect
        of Adaptive Control with the relevant Rights Holders. Licensee further
        agrees to employ such quality standards with respect to integration of
        the Device into Products. Licensee will be solely responsible for
        carrying out adequate tests of the Process variables specified in
        Attachments 1A and 1B for the purpose of confirming that the design has
        been implemented properly and that the Licensee's Product correctly
        incorporates the Technology.

8.      INDEMNIFICATION

        8.1     INDEMNIFICATION OF MACROVISION. Licensee will indemnify
                Macrovision against any and all third party claims of
                infringement, including patent, copyright and trade secret
                claims which may be asserted against Macrovision on the grounds
                and to the extent that any modifications to the Apparatus or the
                Technology made by Licensee infringes upon such third party 's
                patent(s), copyright(s)or trade secret rights. Licensee will
                have the right to defend against, control the defense of, and
                settle any action based upon any such claims. Licensee will bear
                all costs and expenses, including reasonable attorney' fees,
                incurred in connection with the defense of any such claims or as
                a result of any settlement made or judgment reached on the basis
                of such claims. Macrovision will:

                8.1.1.  promptly notify Licensee in writing if and when such a
                        claim is made;

                8.1.2.  furnish such information and assistance as Licensee may
                        reasonably request in connection with the defense,
                        settlement or compromise of such claim;

                8.1.3.  not enter into any settlement of any such claim without
                        Licensee 's prior written consent; and

                8.1.4.  allow Licensee to direct the defense of and/or handle
                        such suit, claim or proceeding.

9.      DISCLAIMER OF WARRANTIES AND REVISION LEVEL OF TECHNOLOGY

        9.1     THE TECHNOLOGY IS LICENSED UNDER THIS AGREEMENT BY MACROVISION
                TO LICENSEE "AS IS". NOTHING IN THIS AGREEMENT WILL BE CONSTRUED
                AS A WARRANTY OR REPRESENTATION THAT:

                9.1.1.  LICENSEE WILL BE ABLE TO MAKE OR INCORPORATE THE DEVICE
                        OR THE PRODUCT WITHOUT INFRINGING THE INTELLECTUAL
                        PROPERTY RIGHTS OF THIRD PARTIES;

                9.1.2.  LICENSEE WILL BE ABLE TO SUCCESSFULLY MAKE OR
                        INCORPORATE THE APPARATUS, DEVICE OR PRODUCT; OR

                9.1.3.  LICENSEE IS GRANTED ANY RIGHTS BY IMPLICATION, ESTOPPEL
                        OR OTHERWISE EXCEPT THE RIGHTS EXPRESSLY SET FORTH
                        HEREIN.



                                       13
                                  CONFIDENTIAL
<PAGE>   14

        9.2     SPECIFIC REVISION OF TECHNOLOGY. LICENSEE RECOGNIZES THAT THE
                LEVEL OF REVISION OF THE PROCESS AND SPECIFICATIONS INCLUDED IN
                THIS AGREEMENT IS REVISION 7.1.Dl AND THAT THE REVISION LEVEL TO
                BE INCORPORATED AT THE TIME OF MANUFACTURE MAY BE DIFFERENT FROM
                THE REVISION LEVEL OF ATTACHMENTS lA, lB, 2 AND 3 AT THE TIME OF
                EXECUTION OF THIS AGREEMENT. LICENSEE FURTHER RECOGNIZES THAT
                THE REVISION LEVEL OF ATTACHMENTS lA, lB, 2 AND 3 MAY BE THE
                SUBJECT OF INDUSTRY STANDARDIZATION OF THE FORMAT SPECIFICATIONS
                FOR THE DVD TECHNOLOGY AND THE DVCR TECHNOLOGY AND MAY BE
                CHANGED FROM REVISION 7.1.D1. LICENSEE ASSUMES FULL
                RESPONSIBILITY FOR INCLUDING THE APPROPRIATE REVISION LEVEL
                SPECIFICATIONS IN PRODUCTS PRODUCED BY LICENSEE.

10.     LIMITATION OF LIABILITY

        10.1    IN NO EVENT WILL MACROVISION BE LIABLE FOR LOSS OF PROFITS, LOSS
                OF BUSINESS, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OR
                ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR
                ANY NATURE OR RIND WHATSOEVER, ARISING OUT OF OR RELATING TO
                THIS AGREEMENT.

        10.2    IN NO EVENT WILL MACROVISION'S LIABILITY IN CONNECTION WITH THE
                TECHNOLOGY, THE DEVICE, THE PROCESS, OR THIS AGREEMENT EXCEED
                THE AMOUNTS PAID BY LICENSEE TO MACROVISION UNDER THIS
                AGREEMENT. THIS LIMITATION WILL APPLY TO ALL CAUSES OF ACTION IN
                THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF
                CONTRACT, BREACH OF WARRANTY, MACROVISION'S NEGLIGENCE, STRICT
                LIABILITY, PROPRIETARY RIGHTS INFRINGEMENT, MISREPRESENTATION
                AND ALL OTHER TORTS.

11.     TERM AND TERMINATION

        11.1    TERM. This Agreement will commence on the Effective Date and
                will continue in effect for a period of five (5) years
                thereafter, unless earlier terminated in accordance with its
                terms. Subject to such earlier termination, this Agreement will
                automatically renew for two (2) three-year renewal terms unless,
                within ninety (90) days prior to the commencement of a renewal
                term, Macrovision is unable to produce at Licensee's written
                request at least one letter from a major Hollywood film studio
                indicating such studio's desire to have the Technology continue
                to be implemented in industry DVD players and/or related DVD
                products. At the end of the second renewal term, Licensee is
                free to choose not to renew this Agreement.

        11.2    TERMINATION FOR BREACH. Other than with respect to Sections
                4.2,4.3,4.4 and 11.3, in the event of a material breach by one
                party in the performance of its duties, obligations or
                undertakings under this Agreement, the other party will have the
                right to give written notice to the breaching party advising
                such party of the specific breach involved. If the breaching
                party will not have remedied such breach within thirty (30) days
                after such notice, the other party will have the right, in
                addition to any other rights and remedies it may have, to
                terminate this Agreement immediately upon written notice to the
                defaulting party of such default with reasonable supporting
                documentation specifying in detail the nature of such default.
                The thirty (30) day cure period is not applicable to breaches of
                confidentiality or improper disclosure of proprietary technology
                or other trade secrets.

        11.3    TERMINATION FOR NON-PAYMENT. If Licensee fails to make any
                payment due to Macrovision under this Agreement, and has failed
                to remedy such default within ten (10) days following written
                notice



                                       14
                                  CONFIDENTIAL
<PAGE>   15

                from Macrovision, then Macrovision will have the right, in
                addition to any other rights and remedies it may have, to
                immediately terminate this Agreement upon written notice to
                Licensee.

        11.4    TERMINATION FOR NON-USE. In the event Licensee does not offer
                Products for sale in the normal course of its business within
                two years of the Effective Date of this Agreement, or fails to
                offer Products for sale in the normal course of its business for
                any period thereafter during the term of this Agreement that
                exceeds one year, then Macrovision, at its option, may terminate
                this Agreement by giving written notice to Licensee.

        11.5    EFFECT OF TERMINATION. Upon the termination of this Agreement:

                11.5.1. all rights granted to Licensee under this Agreement
                        immediately will terminate and absolutely no interest
                        whatsoever in any of such rights will thereafter remain
                        in Licensee; and

                11.5.2. Licensee will immediately cease the manufacture and/or
                        distribution of Products.

        11.6    CONTINUING LIABILITY. No termination of this Agreement will in
                any manner whatsoever release, or be construed as releasing, any
                party from any liability to the other arising out of or in
                connection with a party's breach of or failure to perform any
                covenant, agreement, duty or obligation contained herein prior
                to the date of such termination.

12.     CONFIDENTIAL INFORMATION

        12.1    CONFIDENTIALITY. Macrovision and Licensee (on behalf of
                themselves and their respective officers, employees and
                agents)each agree to use all reasonable efforts to keep secret
                and confidential, and not to use or permit the use of for any
                purpose whatsoever, during the term of this Agreement and for a
                period of three (3) years thereafter, all written confidential
                information (including the terms of this Agreement) acquired
                from the other party ("Confidential Information"), whether prior
                to or during the term of this Agreement, except as disclosure or
                use of such Confidential Information is permitted by this
                Agreement or by a writing signed by the parties hereto. This
                confidentiality requirement will extend to Licensee's
                relationships with subcontractors and/or distributors. To that
                end, without limiting the generality of the foregoing,
                Macrovision and Licensee each agree that the Technology
                technical information provided by Macrovision and all
                information concerning the Security Standards is deemed
                Confidential Information for the purpose of this Section. The
                parties will promptly confirm any oral disclosure of
                Confidential Information in writing, and cause all other written
                materials and other documents containing Confidential
                Information to be plainly marked by the disclosing party to
                indicate the secret and confidential nature thereof, and to
                prevent the unauthorized use or reproduction thereof.
                Information which is labeled as "Trade Secret" will be protected
                for so long as such information remains secret and confidential.
                The obligations imposed upon each party hereto by this Section
                will not apply with respect to any information which:

                12.1.1. is or becomes published or otherwise is generally
                        available to the public other than through the fault of
                        the receiving party; or

                12.1.2. is publicly released in writing by the disclosing party;
                        or

                12.1.3. is lawfully obtained from a third party without a duty
                        of confidentiality; or

                12.1.4. is known to the receiving party prior to such disclosure
                        and was not improperly obtained; or



                                       15
                                  CONFIDENTIAL
<PAGE>   16
                12.1.5. is, at any time, developed by the receiving party
                        independently of any such disclosure from the disclosing
                        party.

                The disclosure of Confidential Information shall not be
                precluded if such disclosure is in response to a valid order of
                a court or other governmental body or is otherwise required to
                be disclosed by law; provided, however, that the receiving party
                shall first have given written notice to the disclosing party so
                that the disclosing party may seek an appropriate protective
                order.

        12.2    EQUITABLE REMEDIES. Each party acknowledges that in the event it
                breaches any confidentiality provision of this Agreement, the
                other party may be irreparably harmed and may not have an
                adequate remedy at law. In the event either party commits or
                threatens to commit any such breach, the other party will be
                entitled to injunctive relief to enforce its rights hereunder,
                without being required to post any bond or other security.

        12.3    SURVIVAL OF OBLIGATIONS. The obligations of the parties under
                this Section 12 will survive, in accordance with the terms
                hereof, the term and termination of this Agreement and will
                remain in full force and effect regardless of the cause of any
                termination.

13.     EXPORT CONTROLS AND EXCISE TAXES

        13.1    FOREIGN CONTROL REGULATIONS. The export regulations of the U.S.
                Department of Commerce prohibit, except under special validated
                license, the export from the United States of technical data
                relating to certain commodities unless the exporter has received
                certain written assurances from the foreign importer. In order
                to facilitate the exchange of information in accordance with
                this Agreement and in conformity with the regulations relating
                to the exportation of technical data, Licensee agrees to fully
                comply with all relevant regulations of the U.S. Department of
                Commerce and to assure that no violation of such regulations or
                of the authorizing legislation therefor will occur.

        13.2    EXCISE TAXES. The parties anticipate that there will not be any
                sales tax, use tax, or other excise tax imposed upon the
                transactions set forth in this Agreement. However, in the event
                that ay sales tax, use tax, or other excise tax is imposed upon
                Macrovision by any jurisdiction with respect to such
                transactions, Licensee will reimburse Macrovision the amount of
                any and all such taxes paid by Macrovision (excluding taxes on
                the income of Macrovision) to the fullest extent permitted by
                law.

14.     MISCELLANEOUS PROVISIONS

        14.1    GOVERNING LAW. This Agreement will be governed by and
                interpreted in accordance with the laws of the State of
                California, as applied to an agreement between two residents of
                California to be wholly performed in California.

        14.2    ARBITRATION. Except for claims regarding ownership or
                infringement of the Technology, the Apparatus Claims, the Method
                Claims and/or the Process, any dispute between the parties
                arising out of, or relating to, the validity, construction,
                interpretation or performance of this Agreement that cannot be
                resolved amicably shall be submitted to binding arbitration, to
                be held in San Francisco, California, USA, in accordance with
                the rules of the American Arbitration Association. Any such
                arbitration proceeding shall be conducted before an arbitration
                panel composed of three (3) arbitrators; each party shall
                designate one (1) arbitrator, and the two (2) arbitrators so
                designated shall designate the third arbitrator. The decision
                and award of the arbitrators shall (i) be in writing, (ii) state
                the reasons therefor, (iii) be based solely on the terms and
                conditions of this Agreement, as interpreted under the laws of
                the State of California, USA, and (iv) shall be final and
                binding upon the parties. The decision and award of the
                arbitrators in any such arbitration



                                       16
                                  CONFIDENTIAL
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                proceeding may be enforced in any court of competent
                jurisdiction. However, nothing in this provision shall prohibit
                either party from seeking injunctive relief as expressly
                provided for herein.

        14.3    RIGHTS CUMULATIVE. Each and all of the various rights, powers
                and remedies of the parties will be considered to be cumulative
                with and in addition to any other rights, powers and remedies
                which such parties may have at law or in equity in the event of
                breach of any of the terms of this Agreement. The exercise or
                partial exercise of any right, power or remedy will neither
                constitute the exclusive election thereof nor the waiver of any
                other right, power or remedy available to such party.

        14.4    NOTICES. All notices, consents or demands of any kind which
                either party to the Agreement may be required or may desire to
                serve on the other party in connection with this Agreement will
                be in writing, will be deemed complete upon delivery and will be
                delivered by facsimile with a confirming copy sent by mail,
                personal service or by registered or certified mail, return
                receipt requested, deposited in the United States mail with
                postage thereon fully prepaid, addressed to the party at the
                address or facsimile number set forth in the initial paragraph
                of this Agreement. Service of any such notice, consent or demand
                so made by mail will be deemed complete on the date of actual
                delivery as shown by the addressee's registry or certification
                receipt. Each party hereto may from time-to-time, by notice in
                writing served upon the other as aforesaid, designate a
                different mailing address or facsimile number or a different
                person to which such notices or demands are thereafter to be
                addressed or delivered.

        14.5    SEVERABILITY. If any of the provisions of this Agreement are
                held to be void or unenforceable, the parties agree that such
                determination will not result in the nullity or unenforceability
                of the remaining portions of this Agreement. The parties further
                agree to replace such void or unenforceable provisions of this
                Agreement with valid and enforceable provisions which will
                achieve, to the extent legally permissible, the economic,
                business and other purposes of the void or unenforceable
                provisions.

        14.6    COUNTERPARTS. This Agreement may be executed in separate
                counterparts, and by facsimile, each of which will be deemed an
                original, and when executed, separately or together, will
                constitute a single original instrument, effective in the same
                manner as if the parties had executed one and the same
                instrument.

        14.7    ENTIRE AGREEMENT. This Agreement is intended by the parties to
                be the final expression of their agreement and constitutes and
                embodies the entire agreement and understanding between the
                parties hereto and constitutes a complete and exclusive
                statement of the terms and conditions thereof, and will
                supersede any and all prior correspondence, conversations,
                negotiations, agreements or understandings relating to the same
                subject matter.

        14.8    AMENDMENTS. No change in, modification of or addition to the
                terms and conditions contained herein will be valid as between
                the parties unless set forth in a writing which is signed by
                authorized representatives of both the parties and which
                specifically states that it constitutes an amendment to this
                Agreement.

        14.9    WAIVER. No waiver of any term, provision, or condition of this
                Agreement, whether by conduct or otherwise, in any one or more
                instances, will be deemed to be, or be construed as, a further
                or continuing waiver of that term, provision or condition or any
                other term, provision or condition of this Agreement.



                                       17
                                  CONFIDENTIAL
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        14.10   ASSIGNMENT. Neither party hereto will assign this Agreement or
                any rights or obligations hereunder to any party without the
                prior written consent of the other party hereto, such consent
                not to be unreasonably withheld. However, either party may
                assign this Agreement in total to a successor in interest.

        14.11   BINDING ON SUCCESSORS AND ASSIGNS. Subject to the restrictions
                of Section 14.10 (Assignment), this Agreement and all of its
                terms, conditions and covenants are intended to be fully
                effective and binding, to the extent permitted by law, on the
                successors and permitted assigns of the parties hereto.

        14.12   CAPTIONS. Captions are provided in this Agreement for
                convenience only and they form no part of this Agreement and are
                not to serve as a basis for interpretation or construction of
                this Agreement, nor as evidence of the intention of the parties
                hereto.

        14.13   DISCLAIMER OF AGENCY. Nothing contained in this Agreement is
                intended or will be construed so as to constitute the parties to
                this Agreement as partners or joint venturers or as agents of
                each other. Neither party will have any express or implied right
                or authority to assume or create any obligations on behalf of or
                in the name of the other party or to bind the other party in any
                contract, agreement or undertaking with any third party.

        14.14   PUBLICITY. Macrovision and Licensee agree that from time-to-time
                it will be beneficial to both parties to issue press releases
                and other public announcements concerning benefits arising from
                the manufacture and sale of Products. Each party agrees to
                submit for mutual approval any press release which involves the
                other party and the Technology, such approval not to be
                unreasonably withheld. Macrovision may at any time "line list"
                Licensee as an authorized Product Licensee. Likewise, Licensee
                may publicly disclose that it is a Macrovision-authorized
                Product Licensee.

        14.15   ATTORNEYS FEES: In any dispute, action, litigation, or
                arbitration between the parties arising out of or related to
                this Agreement, the prevailing party therein shall be entitled
                to have its attorneys' fees, reasonable expenses, related
                litigation costs and costs of suit (if any) paid by the
                nonprevailing party.

        14.16   EFFECTIVENESS. This Agreement shall be effective only when
                signed by all parties.

        14.17   AMBIGUITIES. Each party and its counsel have participated fully
                in the review and revision of this agreement.



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                Any rule of construction to the effect that ambiguities are to
                be resolved against the drafting party shall not apply in
                interpreting this agreement.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto as of the Effective Date.



MACROVISION CORPORATION                VIALTA.COM, INC.


By: /s/ [ILLEGIBLE]                    By /s/ JAI NGUYEN
   -----------------------------         ---------------------------------------

Name:   Chris Wilcox                    Name: Jai Nguyen
     ---------------------------            ------------------------------------

Title:  Dir., Contracts                Title: V.P. of Business Development
      --------------------------             -----------------------------------

Date:   5/1/00                         Date:  4-4-00
     ---------------------------            ------------------------------------





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                                     NOTICE

        ATTACHMENTS 1 - 3 OF THIS AGREEMENT ARE THE LATEST VERSION OF THE

  "SPECIFICATIONS OF THE MACROVISION ANTITAPING PROCESS FOR DIGITAL PLATFORMS"

            IF YOU DO NOT HAVE A COPY OF THE SPECIFICATIONS DOCUMENT,

      PLEASE CALL THE CONTRACTS ADMINISTRATIVE ASSISTANT AT (408)743-8462.




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                                  CONFIDENTIAL