<PAGE>   1
                                                                  EXHIBIT 4.a(1)



                        MPEG-2 PATENT PORTFOLIO LICENSE

This Agreement is made this 29th day of July, 1999, by and between MPEG LA,
L.L.C., a limited liability company of Delaware having a principal place of
business in Denver, Colorado, U.S.A. (hereinafter "Licensing Administrator");
and Pioneer Corporation, having a principal place of business at 4-1, Meguro
1-chome, Meguro-ku, Tokyo, 153 Japan (hereinafter "Licensee").

WHEREAS, ISO/IEC JTC 1 and The International Telecommunications Union have
jointly adopted an international standard relating to video data compression and
data transport, formally known as ISO/IEC 13818-1 and 13818-2, and referred to
in this Agreement as the "MPEG-2 Standard" (as more fully defined herein below);

WHEREAS, The Trustees of Columbia University in the City of New York, a
not-for-profit corporation of New York, U.S.A., having a principal place of
business in New York City, New York, U.S.A.; France Telecom, societe anonyme, a
corporation of France, having a principal place of business in Issy les
Moulineaux, France; Fujitsu Limited, a corporation of Japan, having a principal
place of business in Kawasaki, Japan; General Instrument Corporation, a
corporation of Delaware, U.S.A., having a principal place of business in
Horsham, Pennsylvania, U.S.A.; KDD Corporation, a corporation of Japan, having a
principal place of business in Tokyo, Japan; Koninklijke Philips Electronics
N.V. ("PENV"), a corporation of The Netherlands, having a principal place of
business in Eindhoven, The Netherlands, and U.S. Philips Corporation ("USPC"), a
corporation of Delaware, U.S.A., having a principal place of business in
Tarrytown, N.Y., USA (PENV and USPC being hereinafter referred to, individually
or collectively, as "Philips"); Matsushita Electric Industrial Co., Ltd., a
corporation of Japan, having a principal place of business in Osaka, Japan;
Mitsubishi Electric Corporation, a corporation of Japan, having a principal
place of business in Tokyo, Japan; Nippon Telegraph and Telephone Corporation, a
corporation of Japan, having a principal place of business in Tokyo, Japan;
Samsung Electronics Co., Ltd., a corporation of Korea, having a principal place
of business in Seoul, Korea; Scientific-Atlanta, Inc., a corporation of Georgia,
U.S.A., having a principal place of business in Norcross, Georgia, U.S.A.; Sony
Corporation, a corporation of Japan, having a principal place of business in
Tokyo, Japan; Toshiba Corporation, a corporation of Japan, having a principal
place of business in Tokyo, Japan; and Victor Company of Japan, Limited, a
corporation of Japan, having a principal place of business in Yokohama, Japan
(hereinafter collectively the "Licensors" or individually "Licensor," as more
fully defined in this Agreement), each own and have the right to license, or
have the right to sublicense one or more patents, utility models and/or allowed
patent or utility model applications published for opposition which claim
apparatus and/or methods necessary for compliance with the MPEG-2 Standard
(hereinafter referred to as "MPEG-2 Essential Patent(s)");

WHEREAS, each Licensor believes that the MPEG-2 Standard represents a
significant advance in the field of digital video data compression for
transmission and storage, which will make available innovative new products and
services to the public, and for this reason desires to encourage

                                      -1-


<PAGE>   2
widespread adoption of the MPEG-2 Standard by video product and video service
industries throughout the world;

WHEREAS, each Licensor has signed an ISO undertaking to make available licenses
and/or sublicenses under any and all MPEG-2 Essential Patents licensable or
sublicensable by the Licensor to any individual, company or other entity
desiring such a license and/or sublicense on fair, reasonable and
nondiscriminatory terms and conditions;

WHEREAS, each Licensor has granted the Licensing Administrator a worldwide,
nonexclusive license and/or sublicense under all MPEG-2 Essential Patents
licensable or sublicensable by the Licensor to allow the Licensing
Administrator to grant worldwide, non-exclusive sublicenses under all such
MPEG-2 Essential Patent(s) under the terms hereof;

WHEREAS, the Licensors desire to make available through the Licensing
Administrator, license rights under their respective MPEG-2 Essential Patents in
a single sublicense for the convenience of any individual, company or other
entity desirous of acquiring such rights, thereby avoiding the need of such
individual, company or other entity to obtain a separate license from each of
the Licensors under its MPEG-2 Essential Patent(s);

WHEREAS, the Licensing Administrator desires to grant MPEG-2 Patent Portfolio
Licenses to all individuals, companies and other entities desiring such a
license under the terms and conditions set forth herein;

WHEREAS, nothing in this Agreement precludes the respective Licensors from
licensing or sublicensing rights under individual MPEG-2 Essential Patent(s) to
make, use, sell, or offer to sell products or processes including but not
limited to the rights licensed in the MPEG-2 Patent Portfolio License; and

WHEREAS, Licensee understands that this MPEG-2 Patent Portfolio License is
offered for the convenience of Licensee and that Licensee is free to contact
any Licensor to negotiate a license for any patent offered herein on terms and
conditions different from those set forth herein which may be mutually
acceptable to such Licensee and Licensor;

WHEREAS, Licensee desires for its own convenience to obtain rights under the
MPEG-2 Essential Patent(s) of all the Licensors in a single sublicense from the
Licensing Administrator under the terms hereof.

NOW, THEREFORE, the Licensing Administrator AND Licensee AGREE AS FOLLOWS:

                                      -2-
<PAGE>   3
0.   EFFECTIVE DATE

     0.1  This License Agreement shall be deemed effective as of
          January 1, 2000.


1.   DEFINITIONS

     The definitions set forth in this Article shall apply to the following
     terms when used with initial capital letters in this Agreement, its
     attachments, and amendments hereto.

     1.1  Affiliate - shall mean a corporation, company, or other entity which
          now or hereinafter, directly or indirectly, controls, is controlled by
          or is under common control with a party. The term "control" as used in
          this Section 1.1 shall mean ownership of more than 50% of the
          outstanding shares representing the right to vote for directors or
          other managing officers of such corporation, company or other entity,
          or for a corporation, company or other entity which does not have
          outstanding shares, more than 50% of the ownership interest
          representing the right to make decisions for such corporation, company
          or other entity; provided, however, such corporation, company or other
          entity shall be deemed an Affiliate only so long as such "control"
          exists.

     1.2  Agreement - shall mean this sublicense between the Licensing
          Administrator and Licensee, including exhibits, attachments,
          amendments and modifications hereto.

     1.3  Channel(Channels) - shall mean a single path for transmitting
          signals, including by way of example and without limitation, a path
          which is separated from another path by frequency division or time
          division.

     1.4  Confidential Information - shall mean any information given to the
          Licensing Administrator pursuant to Article 5 of this Agreement which
          is designated "confidential" by Licensee.

     1.5  Consumer Product - shall mean a Licensed Product, which is not an
          MPEG-2 Intermediate Product, Sold directly to an end user primarily
          for personal, family, or household use, including without limitation
          a cable television "set top box", a direct satellite broadcast
          converter, and a personal computer having a manufacturer's suggested
          retail price of less than $15,000 U.S. or the equivalent in the
          currency of another country. For purposes of this Agreement, an
          MPEG-2 Packaged Medium shall not be considered a Consumer Product.

                                      -3-



<PAGE>   4
     1.6  Days - shall mean calendar days unless otherwise specifically stated
          in this Agreement.

     1.7  Licensed Product(Licensed Products) - shall mean any product,
          including software, licensed under Article 2 of this Agreement.

     1.8  Licensors(individually Licensor) - shall mean The Trustees of Columbia
          University in the City of New York; France Telecom, societe anonyme;
          Fujitsu Limited; General Instrument Corporation; KDD Corporation;
          Koninklijke Philips Electronics N.V.; U.S. Philips Corporation;
          Matsushita Electric Industrial Co., Ltd.; Mitsubishi Electric
          Corporation; Nippon Telegraph and Telephone Corporation; Samsung
          Electronics Co., Ltd.; Scientific-Atlanta, Inc.; Sony Corporation;
          Toshiba Corporation; and Victor Company of Japan, Limited subject to
          additions and deletions from time to time, identified in Attachment 1
          hereto.

     1.9  Manufacture(Manufactured) - shall mean fabrication, assembly, or
          otherwise making of substantially the entire finished MPEG-2 Royalty
          Product.

     1.10 Movie - shall mean a single motion picture as well as related video
          materials typically packaged with the motion picture including,
          without limitation, previews of other motion pictures, information
          about the making of the motion picture or the artists appearing
          therein. Movie shall not include a second motion picture regardless
          of whether such second motion picture is related to the first.

     1.11 MPEG-1 Standard - shall mean the MPEG-1 video standard as defined in
          ISO document IS 11172.

     1.12 MPEG-2 Bundled Decoding Software - shall mean (i) any storage medium,
          including by way of example and without limitation, magnetic tape,
          magnetic disk and CD ROM, storing an operating system having one or
          more computer programs for decoding video information in accordance
          with the MPEG-2 Standard, and which is Sold; or (ii) an operating
          system having one or more computer programs for decoding video
          information in accordance with the MPEG-2 Standard, and which is
          directly distributed to an end user through the electronic
          communication means. For purposes of this Agreement, MPEG-2 Bundled
          Decoding Software licensed or sold to a computer manufacturer and
          loaded in a computer product Sold by the computer manufacturer shall
          be deemed an MPEG-2 Intermediate Product.

     1.13 MPEG-2 Bundled Encoding Software - shall mean (i) any storage medium,
          incorporating an operating system having one or more computer
          programs for

                                      -4-
<PAGE>   5
          encoding video information into a format in compliance with the MPEG-2
          Standard, and which in Sold, including by way of example and without
          limitation, magnetic tape, magnetic disk and CD ROM; or (ii) an
          operating system having one or more computer programs for encoding
          video information into a format in compliance with the MPEG-2
          Standard, and which is directly distributed to an end user through
          electronic communication means. For purposes of this Agreement, MPEG-2
          Bundled Encoding Software licensed or sold to a computer manufacturer
          and loaded in a computer product Sold by the computer manufacturer
          shall be deemed an MPEG-2 Intermediate Product.

     1.14 MPEG-2 Decoding Product - shall mean any instrumentality or
          combination of instrumentalities, including by way of example and
          without limitation: a television receiver; cable, terrestrial
          broadcast and satellite broadcast receiving equipment; a computer
          card; a camcorder; video telecommunications equipment; video packaged
          media playback equipment; and video game equipment, which is primarily
          designed in whole or in part for decoding video information in
          accordance with the MPEG-2 Standard, and which is Sold. For purposes
          of this Agreement, a computer or digital processor loaded with MPEG-2
          Decoding Software or MPEG-2 Bundled Decoding Software shall be deemed
          an MPEG-2 Decoding Product.

     1.15 MPEG-2 Decoding Software - shall mean: (i) any storage medium,
          including by way of example and without limitation, magnetic tape,
          magnetic disk and CD ROM, storing one or more computer programs
          designed in whole or in part for decoding video information in
          accordance with the MPEG-2 Standard, and which is Sold; (ii) one or
          more computer programs designed in whole or in part for decoding video
          information in accordance with the MPEG-2 Standard and which is
          directly distributed to an end user through electronic communication
          means; or (iii) one or more computer programs designed in whole or in
          part for decoding video information in accordance with the MPEG-2
          Standard that are included in an MPEG-2 Packaged Medium together with
          video information in a format in compliance with the MPEG-2 Standard.
          MPEG-2 Decoding Software shall not mean software which is part of an
          operating system. For purposes of this Agreement, MPEG-2 Decoding
          Software licensed or sold to a computer manufacturer and loaded in a
          computer product Sold by the computer manufacturer shall be deemed an
          MPEG-2 Intermediate Product.

     1.16 MPEG-2 Distribution Encoding Product - shall mean an MPEG-2 Encoding
          Product which is primarily designed for encoding video information
          into a format in compliance with the MPEG-2 Standard and for
          commercial distribution of such encoded video information, including
          by way of example and without limitation, distribution by terrestrial
          broadcast, satellite broadcast, and cable transmission. For

                                      -5-
<PAGE>   6
          purposes of this Section 1.16, the term "distribution" shall not be
          construed to include distribution by way of MPEG-2 Packaged Medium.

     1.17 MPEG-2 Encoding Product - shall mean any instrumentality or
          combination of instrumentalities, including by way of example and
          without limitation, television signal transmitting equipment, a
          computer card, a camcorder, video telecommunications equipment and
          consumer video recording equipment, which is primarily designed in
          whole or in part for encoding video information into a format in
          compliance with the MPEG-2 Standard, and which is Sold. For purposes
          of this Agreement, a computer or digital processor loaded with MPEG-2
          Encoding Software or MPEG-2 Bundled Encoding Software shall be deemed
          an MPEG-2 Encoding Product.

     1.18 MPEG-2 Encoding Software - shall mean: (i) any storage medium,
          including by way of example and without limitation, magnetic tape,
          magnetic disk and CD ROM, storing one or more computer programs
          designed for encoding video information into a format in compliance
          with the MPEG-2 Standard, and which is Sold; or (ii) one or more
          computer programs designed for encoding video information in
          compliance with the MPEG-2 Standard, and which is directly distributed
          to an end user through electronic communication means. MPEG-2 Encoding
          Software shall not mean software which is part of an operating system.
          For purposes of this Agreement, MPEG-2 Encoding Software licensed or
          sold to a computer manufacturer and loaded in a computer product Sold
          by the computer manufacturer shall be deemed an MPEG-2 Intermediate
          Product.

     1.19 MPEG-2 Essential Patent - shall mean any Patent claiming an apparatus
          and/or method necessary for compliance with the MPEG-2 Standard under
          the laws of the country which issued or published the Patent.

     1.20 MPEG-2 Intermediate Product - shall mean any instrumentality or
          combination of instrumentalities, including by way of example and
          without limitation an integrated circuit chip or chip set, subsystem
          circuit board(s), firmware, and software, which is primarily designed
          to be used, alone or with other instrumentalities, to encode or decode
          video information in a format in compliance with the MPEG-2 Standard,
          or to produce a transport stream or program stream in accordance with
          the MPEG-2 Standard, but which is not a product that is Sold.

     1.21 MPEG-2 Packaged Medium (Media) - shall mean any storage medium,
          including by way of example and without limitation magnetic tape,
          magnetic disk and optical disk, storing one or more MPEG-2 Video
          Events.

                                      -6-
<PAGE>   7
     1.22 MPEG-2 Patent Portfolio - shall mean the portfolio of MPEG-2
          Essential Patent(s) identified in Attachment 1 hereto, which
          portfolio may be supplemented or reduced from time to time in
          accordance with the provisions of this Agreement.

     1.23 MPEG-2 Patent Portfolio Patent - shall mean an MPEG-2 Essential
          Patent under which a Licensor has the right to grant a license or
          sublicense to a third party with the right of such third party to
          grant sublicenses, and which is included in the MPEG-2 Patent
          Portfolio.

     1.24 MPEG-2 Related Patent - shall mean any Patent which is not an MPEG-2
          Essential Patent but which has one or more claims directed to an
          apparatus or a method that may be used in the implementation of a
          product or a service designed in whole or in part to exploit the
          MPEG-2 Standard under the laws of the country which issued or
          published the Patent.

     1.25 MPEG-2 Royalty Product - shall mean a hardware and/or software
          product for which a royalty is payable to the Licensing Administrator
          hereunder.

     1.26 MPEG-2 Standard - shall mean the MPEG-2 video standard as defined in
          ISO documents IS 13818-1 (including annexes C, D, F, K and L), IS
          13818-2 (including annexes A, B, C and D, but excluding scalable
          extensions), and IS 13818-4 (only as it is needed to clarify IS
          13818-2).

     1.27 MPEG-2 Transport or Program Stream Product - shall mean any
          instrumentality or combination of instrumentalities for use alone or
          with other instrumentalities, which is primarily designed in whole or
          in part for generating and/or processing video information to provide
          an MPEG-2 transport stream or an MPEG-2 program stream as defined by
          the MPEG-2 Standard, and which is Sold. The term MPEG-2 Transport or
          Program Stream Product shall not be construed to include one or more
          MPEG-2 Encoding Products.

     1.28 MPEG-2 Video Event - shall mean video information having a normal
          playing time of any length up to and including 133 minutes encoded
          into a format in compliance with the MPEG-2 Standard that comprises
          video programming, including by way of example and without
          limitation, one or more Movies, television shows, video games, video
          advertisements, music videos and short subject video clips, or any
          compilation of any of the foregoing.

                                      -7-
<PAGE>   8
     1.29 Patent - shall mean any issued patent or issued utility model of any
          country, or any allowed patent application or allowed utility model
          application, published for opposition in any country.

     1.30 Sale (Sold) - shall mean any sale, rental, lease, license or other
          form of distribution of an MPEG-2 Royalty Product to an end user,
          either directly or through a chain of distribution. For purposes of
          this Agreement, a Sale under this Section 1.30 shall be deemed to
          take place in the country where an end user takes delivery of the
          MPEG-2 Royalty Product which is the subject of the "Sale,"
          irrespective of the manner in which the "Sale" takes place.

     1.31 White Book Standard - shall mean the document entitled VIDEO CD
          Specification version 2.0, published by Philips Consumer Electronics
          B.V., and dated April, 1995.

2.   LICENSING ADMINISTRATOR GRANT

     2.1  MPEG-2 Intermediate Products. Subject to Paragraph 7.16.1 hereof and
          to the other terms and conditions of this Agreement, the Licensing
          Administrator hereby grants to Licensee a royalty-free, worldwide,
          nonexclusive, nontransferable sublicense under all MPEG-2 Essential
          Patent(s) in the MPEG-2 Patent Portfolio, to make, have made, use
          only by Licensee solely for internal development and testing
          purposes, and sell, offer for sale or otherwise distribute, MPEG-2
          Intermediate Products. NO LICENSE IS GRANTED HEREIN, BY IMPLICATION
          OR OTHERWISE, TO CUSTOMERS OF LICENSEE TO USE MPEG-2 INTERMEDIATE
          PRODUCTS MANUFACTURED OR SOLD BY LICENSEE.

     2.2  MPEG-2 Decoding Products, MPEG-2 Decoding Software, and MPEG-2
          Bundled Decoding Software. Subject to the terms and conditions of
          this Agreement, the Licensing Administrator hereby grants to Licensee
          a royalty-bearing worldwide, nonexclusive, nontransferable sublicense
          under all MPEG-2 Essential Patent(s) in the MPEG-2 Patent Portfolio
          to make, have made, use, and sell, offer for sale or otherwise
          distribute MPEG-2 Decoding Products, MPEG-2 Decoding Software, and
          MPEG-2 Bundled Decoding Software.

     2.3  MPEG-2 Encoding Products, MPEG-2 Distribution Encoding Products,
          MPEG-2 Encoding Software, and MPEG-2 Bundled Encoding Software.
          Subject to Paragraph 7.16.2 hereof and to the other terms and
          conditions of this Agreement, the Licensing Administrator hereby
          grants to Licensee a royalty-bearing worldwide, nonexclusive,
          nontransferable sublicense under all MPEG-2 Essential Patent(s) in the

                                      -8-
<PAGE>   9
          MPEG-2 Patent Portfolio to make, have made, use for purposes other
          than encoding an MPEG-2 Video Event for recording on an MPEG-2
          Packaged Medium, and sell, offer for sale or otherwise distribute
          MPEG-2 Encoding Products, MPEG-2 Distribution Encoding Products,
          MPEG-2 Encoding Software, and MPEG-2 Bundled Encoding Software. NO
          LICENSE IS GRANTED HEREIN, BY IMPLICATION OR OTHERWISE, TO CUSTOMERS
          OF LICENSEE TO USE MPEG-2 ENCODING PRODUCTS, MPEG-2 DISTRIBUTION
          ENCODING PRODUCTS, MPEG-2 ENCODING SOFTWARE, AND/OR MPEG-2 BUNDLED
          ENCODING SOFTWARE FOR ENCODING OR HAVING ENCODED ONE OR MORE MPEG-2
          VIDEO EVENTS FOR RECORDING ON AN MPEG-2 PACKAGED MEDIUM.

     2.4  MPEG-2 Packaged Medium. Subject to the terms and conditions of this
          Agreement, the Licensing Administrator hereby grants to Licensee a
          royalty-bearing worldwide, nonexclusive, nontransferable sublicense
          under all MPEG-2 Essential Patent(s) in the MPEG-2 Patent Portfolio to
          use MPEG-2 Encoding Products, MPEG-2 Distribution Encoding Products,
          MPEG-2 Encoding Software, and/or MPEG-2 Bundled Encoding Software, for
          encoding or having encoded one or more MPEG-2 Video Events for
          recording on an MPEG-2 Packaged Medium, and to sell, offer for sale or
          otherwise distribute MPEG-2 Packaged Medium.

     2.5  MPEG-2 Transport or Program Stream Products. Subject to the terms and
          conditions of this Agreement, the Licensing Administrator hereby
          grants to Licensee a royalty-bearing worldwide, nonexclusive,
          nontransferable sublicense under all MPEG-2 Essential Patent(s) in the
          MPEG-2 Patent Portfolio to make, have made, use except for the purpose
          of generating a program stream or transport stream for recording on an
          MPEG-2 Packaged Medium, and sell, offer for sale or otherwise
          distribute MPEG-2 Transport or Program Stream Products.

     2.6  No license or immunity is granted by either party hereto to the other
          party hereto, either directly or by implication, estoppel or
          otherwise, other than as expressly provided in Sections 2.1 through
          2.5, 2.9, 7.3 and 7.4 of this Agreement.

     2.7  Except as provided in Section 2.9 of this Agreement, the sublicenses
          granted in Sections 2.1 to 2.5 of this Agreement do not include the
          right of the Licensee to grant any further sublicenses.

     2.8  IT IS UNDERSTOOD AND AGREED THAT ANY LICENSE GRANTED HEREIN SHALL NOT
          INCLUDE ANY RIGHT TO MAKE, HAVE MADE, USE, OR SELL ANY PRODUCT OR
          PROCESS CAPABLE OF COMPLYING SOLELY

                                      -9-
<PAGE>   10
          WITH THE MPEG-1 STANDARD AND NO OTHER PORTION OF THE MPEG-2 STANDARD,
          INCLUDING BUT NOT LIMITED TO A VIDEO-CD WHICH COMPLIES WITH THE WHITE
          BOOK STANDARD.

     2.9  Extension of Sublicense to Affiliates. The sublicenses granted herein
          by the Licensing Administrator shall include the right of Licensee
          to grant further sublicenses to its Affiliates, subject to the
          condition that any and all Affiliates of Licensee receiving such
          further sublicenses be identified in an attachment to this sublicense
          entitled "Licensed Affiliates." Each sublicensed Affiliate shall be
          bound by the terms and conditions of this sublicense as if it were
          named herein in the place of the Licensee; provided, however that
          Licensee shall pay and account to the Licensing Administrator for
          royalties hereunder payable as a result of the activities of any and
          all sublicensed Affiliates. Any sublicense granted to an Affiliate
          shall terminate automatically and without notice on the date such
          Affiliate ceases to be an Affiliate.

          2.9.1  Notice to Licensing Administrator of Sublicense Termination. In
                 the event that a sublicense to an Affiliate of Licensee is
                 terminated either as a result of the Affiliate ceasing to be an
                 Affiliate, or as a result of a termination of the sublicense of
                 the Affiliate by Licensee, Licensee shall notify the Licensing
                 Administrator of the termination within ten (10) Days of such
                 termination, and the attachment entitled "Licensed Affiliates"
                 shall be modified to reflect such termination of an Affiliate.

          2.9.2  Notice to Licensing Administrator of New Sublicense. In the
                 event that Licensee grants a new further sublicense to either a
                 new Affiliate or an existing Affiliate not previously
                 sublicensed, such new further sublicense shall be effective
                 immediately upon the grant thereof; provided that Licensee
                 notifies the Licensing Administrator within ten (10) Days of
                 the grant of such new further sublicense, and the attachment
                 entitled "Licensed Affiliates" is modified to include the new
                 sublicensed Affiliate.

3.   ROYALTY AND PAYMENTS

     3.1  Royalty. Licensee shall pay to the Licensing Administrator a running
          royalty throughout the term of this Agreement as follows:

          3.1.1  MPEG-2 Decoding Product, MPEG-2 Decoding Software, MPEG-2
                 Bundled Decoding Software. The royalty for the sublicense
                 granted

                                      -10-
<PAGE>   11
                 pursuant to Section 2.2 hereof shall be four United States
                 Dollars (U.S. $4.00) upon the Sale of each end product
                 Manufactured or Sold in a country in which one or more
                 MPEG-2 Patent Portfolio Patent(s) that would be infringed
                 absent a license thereunder, is in force, where the end
                 product is:

                 3.1.1.1  An MPEG-2 Decoding Product;

                 3.1.1.2  A copy of MPEG-2 Decoding Software; or

                 3.1.1.3  A copy of MPEG-2 Bundled Decoding Software.

          3.1.2  MPEG-2 Encoding Product, MPEG-2 Encoding Software, and MPEG-2
                 Bundled Encoding Software.  The royalty for the sublicense
                 granted pursuant to Section 2.3 hereof shall be four United
                 States Dollars (U.S. $4.00) upon the Sale of each end product
                 Manufactured or Sold in a country in which one or more MPEG-2
                 Patent Portfolio Patent(s) that would be infringed absent a
                 license thereunder, is in force, where the end product is:

                 3.1.2.1  An MPEG-2 Encoding Product;

                 3.1.2.2  A copy of MPEG-2 Encoding Software; or

                 3.1.2.3  A copy of MPEG-2 Bundled Encoding Software.

          3.1.3  MPEG-2 Distribution Encoding Product.  The royalty for the
                 sublicense granted pursuant to Section 2.3 hereof shall be
                 L times Four United States Dollars (L x U.S. $4.00) upon the
                 Sale of each MPEG-2 Distribution Encoding Product Manufactured
                 or Sold as an end product in a country where one or more MPEG-2
                 Patent Portfolio Patent(s) that would be infringed absent a
                 license thereunder, is in force, where L is the number of
                 Channels of the MPEG-2 Distribution Encoding Product for
                 providing video information encoded in a format in compliance
                 with the MPEG-2 Standard.

          3.1.4  Consumer Product.  The royalty for the sublicense granted
                 pursuant to Sections 2.2 and 2.3 hereof for an end product
                 having both MPEG-2 encoding and decoding capabilities shall be
                 limited to Six United States Dollars (U.S. $6.00) upon the Sale
                 of each such end product Manufactured or Sold as a Consumer
                 Product in a country where one or more MPEG-2 Patent Portfolio
                 Patent(s) that would be infringed absent a license thereunder,
                 is in force, where the Consumer Product:

                                      -11-
<PAGE>   12
                 3.1.4.1  Incorporates both an MPEG-2 Encoding Product and an
                          MPEG-2 Decoding Product;

                 3.1.4.2  Is a copy of software that is both MPEG-2 Encoding
                          Software and MPEG-2 Decoding Software; or

                 3.1.4.3  Is a copy of software that is both MPEG-2 Bundled
                          Encoding Software and MPEG-2 Bundled Decoding
                          Software.

          3.1.5  MPEG-2 Transport or Program Stream Product. The royalty for the
                 sublicense granted pursuant to Section 2.5 hereof shall be N
                 times Four United States Dollars (N x U.S. $4.00) upon the Sale
                 of each MPEG-2 Transport or Program Stream Product
                 Manufactured or Sold as an end product in a country in which
                 one or more MPEG-2 Patent Portfolio Patent(s) that would be
                 infringed absent a license thereunder, is in force, where N is
                 the greater of the number of input or output transport or
                 program streams of the MPEG-2 Distribution Transport or Program
                 Stream Product.

          3.1.6  MPEG-2 Packaged Medium. The royalty for the sublicense granted
                 pursuant to Section 2.4 hereof upon the Sale of each copy of
                 MPEG-2 Packaged Medium containing one or more MPEG-2 Video
                 Events encoded using an MPEG-2 Encoding Product, an MPEG-2
                 Distribution Encoding Product, MPEG-2 Encoding Software and/or
                 MPEG-2 Bundled Encoding Software, shall be Four United States
                 Cents (U.S. $0.04) for the first MPEG-2 Video Event on any
                 MPEG-2 Packaged Medium, plus One United States Cent (U.S.
                 $0.01) for each additional 30 minutes of video playing time or
                 portion thereof on the same MPEG-2 Packaged Medium.
                 Notwithstanding the above, however, the royalty (i) shall not
                 exceed Four United States Cents(U.S. $0.04) for a single Movie;
                 (ii) shall not exceed an additional Two United States Cents
                 (U.S. $0.02) for the second Movie contained on the same MPEG-2
                 Packaged Medium as the first Movie; and (iii) shall be One
                 United States Cent (U.S. $0.01) for each MPEG-2 Packaged Medium
                 having a normal playing time up to and including 12 minutes,
                 but not more than 12 minutes, of video programming on the same
                 MPEG-2 Packaged Medium which is encoded into a format in
                 compliance with the MPEG-2 Standard.

          3.1.7  Subject to Paragraph 3.1.4 of this Agreement, the royalties set
                 forth in this Section 3.1 are additive as to each MPEG-2
                 Royalty Product to the extent that individual royalties are
                 applicable thereto.

                                      -12-
<PAGE>   13
     3.2  Payment Schedule.

          3.2.1  Except as provided in Section 3.3 hereof, royalties payable
                 pursuant to Section 3.1 of this Agreement that accrue after
                 the latest signature date specified on the final page of this
                 Agreement shall be payable by Licensee to the Licensing
                 Administrator semiannually as previously agreed between
                 Licensee and the Licensing Administrator in the term prior to
                 this Agreement, or if there was no prior term, as measured
                 from such signature date to the last business day of each six
                 month period thereafter for MPEG-2 Royalty Products
                 Manufactured or Sold during the immediately preceding
                 semiannual period ending on the last business day of the
                 second month preceding the month when royalties are payable.
                 Such royalties shall be paid to the Licensing Administrator
                 and shall be accompanied by a statement pursuant to Section
                 3.8 of this Agreement, which statement shall be deemed to be
                 true and correct unless shown otherwise in an audit in
                 accordance with Section 3.9 of this Agreement.

          3.2.2  Back Royalties. Any royalties pursuant to the above
                 schedule which accrued during the period from June 1, 1994 to
                 the latest signature date specified above shall be payable
                 within thirty (30) Days of such signature date, together with
                 accrued interest of 10% per annum.

     3.3  Payments Upon Termination or Expiration. Within thirty (30) Days after
          the effective date of termination or expiration of this Agreement,
          Licensee shall pay the Licensing Administrator any and all amounts
          that are due pursuant to this Agreement as of the effective date of
          such termination or expiration, together with a royalty statement for
          such payment in accordance with Section 3.8 of this Agreement.

     3.4  Form of Payment. Any payment made under the provisions of this
          Agreement shall be made by check drawn on a bank(s) reasonably
          acceptable to the Licensing Administrator, by cashier's check drawn on
          immediately available funds, or by other means of payment acceptable
          to the Licensing Administrator.

          3.4.1  The amounts payable hereunder shall be paid to the Licensing
                 Administrator by the Licensee in United States Dollars.

     3.5  Taxes. In addition to the royalties set forth in Section 3.1 of this
          Agreement, Licensee shall pay or reimburse the Licensing
          Administrator for any and all taxes, such as sales, excise, value
          added, use taxes, and similar taxes of the Licensee, based on
          payments to be made hereunder in a jurisdiction(s) where such taxes
          are required.

                                      -13-




<PAGE>   14
          The royalties set forth in Section 3.1 of this Agreement shall be
          subject to withholding of any taxes of the Licensor required by
          applicable law.

          3.5.1  At the Licensee's request, the Licensing Administrator shall
                 file any certificate or other document which may cause any
                 tax that is so payable by the Licensee to be avoided or
                 reduced.

          3.5.2  The Licensee shall not be required to pay or reimburse the
                 Licensing Administrator for taxes based upon the net worth,
                 capital, net income, or franchise of the Licensing
                 Administrator, nor taxes imposed upon the Licensing
                 Administrator solely by reason of the Licensing Administrator's
                 doing business in or being incorporated in the jurisdiction
                 imposing such taxes.

          3.5.3  The Licensee shall reasonably cooperate with the Licensing
                 Administrator in respect of mitigating any withholding taxes,
                 including providing such information as may be required by the
                 Licensing Administrator for purposes of obtaining refunds of
                 any taxes withheld.

          3.5.4  The Licensing Administrator shall reasonably cooperate and
                 provide such information as may be required by the Licensee for
                 any purpose or reason relating to taxation.

          3.5.5  If the Licensee in good faith contests any tax that is so
                 payable or reimbursable by the Licensee, the Licensing
                 Administrator shall reasonably cooperate in such contest at the
                 Licensee's expense.

          3.5.6  The Licensing Administrator shall pass on to the Licensee any
                 tax refunds received by the Licensing Administrator with
                 respect to the Licensee's previous payment or reimbursement of
                 applicable taxes hereunder, if any.
     3.6  Late Payments. Any payment required hereunder that is made late
          (including unpaid portions of amounts due) shall bear interest,
          compounded monthly, at the lesser of 10% per annum or the highest
          interest rate permitted to be charged by the Licensing Administrator
          under applicable law.

          3.6.1  Any payment received more than fourteen (14) Days after
                 becoming due as set forth in Section 3.2 of this Agreement
                 shall be deemed late for purposes of this Agreement.

                                      -14-
<PAGE>   15
          3.6.2  Any interest charged or paid in excess of the maximum rate
                 permitted by applicable law shall be deemed the result of a
                 mistake and interest paid in excess of the maximum rate shall
                 be promptly credited or refunded (at Licensee's option) to
                 Licensee.

     3.7  Dishonored Checks.  If a payment due under this Agreement is made by
          Licensee's check and the check is dishonored, the payment may at the
          Licensing Administrator's option be deemed not to have been made. The
          Licensing Administrator may at its option, by written notice to
          Licensee, require subsequent payments to be made by cashier's check
          in immediately available funds.

     3.8  Statements.  Licensee shall accompany each semi-annual payment with a
          statement showing in reasonable detail and separately identifying for
          each MPEG-2 Royalty Product the quantity Manufactured in each country
          and the quantity Sold in each country of any and all MPEG-2 Royalty
          Products Sold during such period by Licensee and its Affiliates, and
          a calculation of the royalties, if any, which are payable by virtue
          of such Manufacture and Sale of MPEG-2 Royalty Products during the
          semi-annual period when the payment, if any, accrued.

          3.8.1  Such statements shall be certified by an officer of Licensee
                 authorized to make such certification.

          3.8.2  The Licensing Administrator shall maintain all information in
                 such statements of Licensee as Confidential Information in
                 accordance with Article 5 of this Agreement, except to the
                 extent that the information is needed by the Licensing
                 Administrator to report to the Licensors the aggregate
                 royalties paid by all sublicensees of the Licensing
                 Administrator. In no event shall the Licensing Administrator
                 provide to any of the Licensors information on royalties paid
                 on a licensee-by-licensee or country-by-country basis unless
                 required by law.


     3.9  Audits.

          3.9.1  Books and Records.  Licensees shall keep and maintain accurate
                 and detailed books and records adequate for the Licensing
                 Administrator to ascertain the royalties payable hereunder.
                 Such books and records shall be maintained for three (3) years
                 from the end of each period when royalties are payable.

          3.9.2  Audit Rights.  The Licensing Administrator shall have the right
                 to audit or have audited the books and records of Licensee
                 relating to payments

                                      -15-
<PAGE>   16
                   hereunder for the sole purpose of verifying the amounts due
                   and payable hereunder, not more than once per calender year
                   upon reasonable notice to the Licensee. All such audits shall
                   be conducted during reasonable business hours of the
                   Licensee.

          3.9.2.1  Any such audit shall be performed by an independent
                   certified public accountant(s) or equivalent (Auditor)
                   reasonably acceptable to Licensee in the country where the
                   audit is to take place. Licensee shall fully cooperate with
                   Auditor in conducting such audit and shall permit Auditor to
                   inspect and copy such portions of the Licensee's books and
                   records that the Auditor deems appropriate and necessary in
                   accordance with the professional standards applicable to the
                   Auditor in the country where the Audit is to take place.

          3.9.2.2  The Auditor (and each member or employee thereof
                   participating in the audit) shall agree not to disclose any
                   information learned by the Auditor in the audit to any
                   Licensor, nor use any such information, except for providing
                   the Licensing Administrator with a statement of payments due
                   by Licensee.

          3.9.2.3  The cost of an audit in accordance with Paragraph 3.9.2 of
                   this Agreement shall be at the expense of the Licensing
                   Administrator; provided, however, the Licensee shall bear the
                   cost of the audit if the audit reveals any underpayment which
                   in the aggregate is greater than five percent (5%) of the
                   amount actually due for the period being audited.

          3.9.2.4  Licensee shall pay any shortfalls uncovered in accordance
                   with Paragraph 3.9.2 of this Agreement, plus interest as set
                   forth in Section 3.6 herein, within thirty (30) Days after
                   receiving notice from the Licensing Administrator of such
                   shortfall.


4.   REPRESENTATIONS AND WARRANTIES

     4.1  The Licensing Administrator represents and warrants that it has the
          authority, power and right to grant the rights and licenses to
          Licensee under this Agreement.

                                      -16-
<PAGE>   17
     4.2  The Licensing Administrator makes no representation or warranty that
          the MPEG-2 Patent Portfolio Patent(s) sublicensed hereunder includes
          all MPEG-2 Essential Patent(s) throughout the world, or that the
          making, using or selling of products, or providing services covered
          by the claims of the MPEG-2 Patent Portfolio Patent(s) licensed
          hereunder will not infringe, directly, contributorily or by
          inducement under the laws of the United States or under equivalents
          thereof under the laws of a country other than the United States, any
          patent or other intellectual property right of a party other than the
          MPEG-2 Patent Portfolio Patent(s).

     4.3  Licensee represents and warrants that it is entering into this
          Agreement for its own convenience in acquiring patent rights necessary
          for compliance with the MPEG-2 Standard from multiple licensors in a
          single transaction rather than entering into separate license
          agreements with individual licensors, and that Licensee is fully aware
          that the patents in the MPEG-2 Patent Portfolio may not include all
          present and future MPEG-2 Essential Patent(s), and that this Agreement
          may not provide Licensee with all the patent rights needed to perform
          the activities contemplated by Licensee in entering into this
          Agreement. The Licensing Administrator and Licensee recognize that
          Licensee has the right to separately negotiate a license with any or
          all of the Licensors under any and all of the MPEG-2 Patent Portfolio
          Patents under terms and conditions to be independently negotiated by
          each Licensor.

     4.4  Licensee represents and warrants that it has not granted an exclusive
          license under an MPEG-2 Essential Patent owned by Licensee and has not
          assigned an MPEG-2 Essential Patent in anticipation of entering into
          this Agreement. Notwithstanding anything to the contrary in this
          Agreement, Licensors reserve the right to grant to Licensing
          Administrator an exclusive license under any MPEG-2 Patent Portfolio
          Patent with respect to any particular party.

     4.5  Each party represents and warrants that it will comply with all
          applicable laws, regulations or ordinances pertaining to its
          performance hereunder.

     4.6  Each party represents and warrants that this Agreement and the
          transactions contemplated hereby do not violate any agreements each
          party has with its agents, employees, or Affiliates or third parties.

     4.7  Each party further represents and warrants that in executing this
          Agreement, it does not rely on any promises, inducements, or
          representations made by any party or third party with respect to this
          Agreement or any other business dealings with any party or third
          party, now or in the future.

                                      -17-


<PAGE>   18
     4.8  Each party represents and warrants that it is not presently the
          subject of a voluntary or involuntary petition in bankruptcy or the
          equivalent thereof, does not presently contemplate filing any such
          voluntary petition, and does not presently have reason to believe
          that such an involuntary petition will be filed against it.

     4.9  Other than the express warranties of this Article, there are NO OTHER
          WARRANTIES, EXPRESS OR IMPLIED.


5.   CONFIDENTIAL INFORMATION

     5.1  For a period of five (5) years as measured from the first date of
          disclosure pursuant to this Agreement, the Licensing Administrator
          agrees to use reasonable care and discretion, at least commensurate
          with that degree of care it uses to protect similar information of
          its own, to avoid disclosure, publication, or dissemination of
          received Confidential Information, outside of those employees or
          consultants of the Licensing Administrator who have a need to know
          Confidential Information.

     5.2  Disclosure by the Licensing Administrator of Confidential Information
          under Section 5.1 of this Agreement shall be permitted in the
          following circumstances; provided, that the Licensing Administrator
          shall have first given reasonable notice to Licensee that such
          disclosure is to be made:

          5.2.1  In response to an order of a court or other governmental body;

          5.2.2  Otherwise required by law; or

          5.2.3  Necessary to establish rights under this Agreement.

     5.3  Notwithstanding any other provisions of this Agreement, the
          obligations specified in Section 5.1 of this Agreement will not apply
          to any information that:

          5.3.1  Is or becomes publicly available without breach of this
                 Agreement; or

          5.3.2  Is released for disclosure by written consent of the Licensee.

                                      -18-

<PAGE>   19
6.   TERM AND TERMINATION

     6.1  Term and Certain Royalty Rates on Renewal. This Agreement shall expire
          on December 31, 2004. Upon expiration, Licensee shall have the right
          to renew this sublicense for successive five year periods for the life
          of any MPEG-2 Patent Portfolio Patent, subject to reasonable amendment
          of the royalty terms and rates set forth in this sublicense. Such
          reasonable amendment may take into account prevailing market
          conditions, changes in technological environment, and available
          commercial products at the time of each five year renewal. In no event
          shall the royalty rates upon each renewal of this sublicense increase,
          if at all, by more than 25% of the royalty rates set forth in this
          sublicense immediately prior to renewal. The preceding sentence,
          however, shall not apply to the Licensing Administrator's request at
          the time of renewal that royalty rates for MPEG-2 Packaged Media which
          ultimately are offered for rental to consumers be higher than royalty
          rates for MPEG-2 Packaged Media set forth in this sublicense at the
          time of renewal. Such request for higher royalty rates shall only be
          made by the Licensing Administrator, if at all, in the event that the
          majority of Licensees which are unaffiliated with entities which own
          copyrights on Movies charge different rates for replication of MPEG-2
          Packaged Media depending on whether such MPEG-2 Packaged Media is
          offered to consumers for sale or rental.

     6.2  Termination for Material Breach. The Licensing Administrator shall
          have the right to terminate this Agreement upon breach of a material
          provision thereof by the Licensee. Such termination for material
          breach shall become effective upon the Licensing Administrator
          sending written notice to the Licensee specifying the breach, and the
          failure of the Licensee to demonstrate, to the satisfaction of the
          Licensing Administrator, that Licensee has cured such breach within
          sixty (60) Days of the sending of such notice. The following are
          examples of acts or omissions which constitute a material breach of
          this Agreement:

          6.2.1  Failure of the Licensee to make payments and provide
                 statements in accordance with Sections 3.2 and 3.8 of this
                 Agreement;

          6.2.2  Failure of the Licensee to maintain adequate books and records
                 in accordance with Paragraph 3.9.1 of this Agreement or to
                 permit an audit in accordance with Paragraph 3.9.2 of this
                 Agreement; or

          6.2.3  Failure of the Licensee to grant licenses to MPEG-2 Essential
                 Patent(s) licensable or sublicensable by Licensee in
                 accordance with Sections 7.3 or 7.4 of this Agreement.

                                      -19-
<PAGE>   20
          6.2.4  The foregoing list is by way of example and not limitation.

     6.3  Partial Termination in the Event of Litigation. The Licensing
          Administrator, upon the instruction of a Licensor, shall terminate
          Licensee's sublicense under any MPEG-2 Patent Portfolio Patent(s)
          licensed or sublicensed to the Licensing Administrator by such
          Licensor in the event that the Licensee has brought a lawsuit or other
          proceeding for infringement of an MPEG-2 Related Patent(s) and/or an
          MPEG-2 Essential Patent(s) against such Licensor, and Licensee has
          refused to grant the Licensor a license on fair and reasonable terms
          and conditions under the MPEG-2 Related Patent(s) and/or MPEG-2
          Essential Patent(s) upon which the lawsuit or other proceeding is
          based. For purposes of this Section 6.3 only, the Licensor's per
          patent share of royalties payable pursuant to Section 3.1 of this
          Agreement shall be presumed to be a fair and reasonable royalty rate
          for Licensee's Patent(s) considering the essential nature of
          Licensor's Patent(s) licensed hereunder.

     6.4  Voluntary Termination. Licensee may terminate this Agreement by
          providing thirty (30) Days written notice to the Licensing
          Administrator.

     6.5  Other Terminations. This Agreement may be terminated by the Licensing
          Administrator upon the occurrence of the following events:

          6.5.1  If Licensee files a petition in bankruptcy or the equivalent
                 thereof, or is the subject of an involuntary petition in
                 bankruptcy that is not dismissed within sixty (60) Days after
                 the filing date thereof, or is or becomes insolvent, or admits
                 of a general inability to pay its debts as they become due.

          6.5.2  Upon the de facto or de jure nationalization or expropriation
                 of Licensee by governmental or military action, whether or not
                 with valid authority.

          6.5.3  Upon any failure by Licensee to provide, within thirty (30)
                 Days after written notice from the Licensing Administrator,
                 satisfactory and adequate assurances that Licensee is able and
                 willing to fully and effectively perform its obligations under
                 this Agreement.

          6.5.4  In the event that any of the events listed in Sections 6.5.1,
                 6.5.2 or 6.5.3 hereof occur, this Agreement may be terminated
                 by the Licensing Administrator upon thirty (30) Days written
                 notice to Licensee, without right to cure.

                                      -20-
<PAGE>   21
     6.6  Survival. The following provisions of this Agreement shall survive
          expiration or termination of this Agreement:

          6.6.1  The obligation of Licensee to pay all royalties accrued as of
                 the effective date of expiration or termination pursuant to
                 Section 3.3 hereof;

          6.6.2  The obligation of Licensee to provide statements under Section
                 3.8 of this Agreement; and

          6.6.3  The obligation of the Licensing Administrator to maintain
                 confidentiality under Article 5 of this Agreement.


7.   MISCELLANEOUS PROVISIONS

     7.1  Assignment.

          7.1.1  In the event that the right of the Licensing Administrator to
                 grant MPEG-2 Patent Portfolio Licenses is transferred to a
                 successor Licensing Administrator, this Agreement shall be
                 deemed assigned to the successor Licensing Administrator.

          7.1.2  This Agreement may not be assigned by the Licensee, other than
                 to a successor of the entire interest of an Affiliate or
                 business division of Licensee manufacturing or selling Licensed
                 Products, or providing a service in compliance with the MPEG-2
                 Standard, or to a purchaser of substantially all of the assets
                 of Licensee or such Affiliate or business division thereof.

     7.2  Notice.

          7.2.1  All notices required or permitted under this Agreement shall be
                 sent by either Certified Mail with return receipt requested or
                 by overnight delivery by commercial or other service which can
                 verify delivery. Such notices so sent shall be effective as of
                 the date it is sent.

                                      -21-



<PAGE>   22
          7.2.2  All notices from the Licensing Administrator to Licensee shall
                 be sent to:

                 Name:    Tadashi Tomita
                          ---------------------------------------------------
                 Title:   General Mgr., Admin. Dept., Intellectual Prop. Div.
                          ---------------------------------------------------
                 Company: Pioneer Corporation
                          ---------------------------------------------------
                 Address: 4-1, Meguro 1-Chome, Meguro-ku
                          ---------------------------------------------------
                          Tokyo 153 Japan
                          ---------------------------------------------------
                 Tel:     011 81-3-3495-4526
                          ---------------------------------------------------
                 Fax:     011 81-3-3495-4432
                          ---------------------------------------------------
                 E-mail:  tadashi.tomita@post.pioneer.co.jp
                          ---------------------------------------------------

                 CC:

                 Name:
                          ---------------------------------------------------
                 Title:
                          ---------------------------------------------------
                 Company:
                          ---------------------------------------------------
                 Address:
                          ---------------------------------------------------

                          ---------------------------------------------------
                 Tel:
                          ---------------------------------------------------
                 Fax:
                          ---------------------------------------------------
                 E-mail:
                          ---------------------------------------------------

          7.2.3  All notices from the Licensee to the Licensing Administrator or
                 its successor shall be sent to:

                 Baryn S. Futa
                 Manager and Chief Executive Officer
                 MPEG LA, LLC
                 250 Steele Street
                 Denver, Colorado, U.S.A. 80206
                 Tel: 303-331-1880
                 Fax: 303-331-1879
                 E-mail: bfuta@mpegla.com

     7.3  Licensee Grant. Licensee agrees to grant a worldwide, nonexclusive
          license and/or sublicense under any and all MPEG-2 Essential Patent(s)
          that Licensee or its Affiliate(s), if any, has the right to license
          and/or sublicense, to any Licensor or any sublicensee of the Licensing
          Administrator desiring such a license and/or sublicense on fair and
          reasonable terms and conditions. For purposes of this Section 7.3
          only, the Licensors' per patent share of royalties payable pursuant to
          Section 3.1 of this

                                      -22-
<PAGE>   23
          Agreement shall be presumed to be a fair and reasonable royalty rate
          for the aforementioned license and/or sublicense to be granted by the
          Licensee.

          7.3.1  Licensee's obligation to grant licenses and/or sublicenses
                 pursuant to Section 7.3 of this Agreement shall be effective
                 upon execution of this Agreement.

     7.4  Licensee's Option. In lieu of Section 7.3 Licensee shall have the
          option to hereby grant a worldwide, nonexclusive, nontransferable,
          except to a successor Licensing Administrator, license and/or
          sublicense under any and all of its MPEG-2 Essential Patent(s) to the
          Licensing Administrator with the right by the Licensing Administrator
          to grant MPEG-2 Patent Portfolio Licenses that include the MPEG-2
          Essential Patent(s) that Licensee or its Affiliate(s), if any, has the
          right to license or sublicense. Licensee shall identify to the
          Licensors any and all of its patents and patents of its Affiliate(s),
          if any, which Licensee believes in good faith to be MPEG-2 Essential
          Patent(s). Licensors shall determine whether each of the patent(s)
          identified by Licensee is an MPEG-2 Essential Patent(s) according to
          an established procedure applicable to all new patents identified to
          the Licensors. The terms and conditions of the license and/or
          sublicense granted by the Licensee to the Licensing Administrator
          under this Section 7.4 shall be identical to the terms and conditions
          of the license and/or sublicense granted by each Licensor to the
          Licensing Administrator. If Licensee elects the option set forth in
          this Section 7.4, it shall be required to enter into an agreement
          referred to as the "Agreement Among Licensors," which has been entered
          into by all Licensors.

     7.5  Licensee Covenants.

          7.5.1  Licensee hereby covenants to promptly notify the Licensing
                 Administrator in the event that any allowed patent
                 application(s) published for opposition, which is licensed or
                 sublicensed to the Licensing Administrator pursuant to Section
                 7.4 of this Agreement as an MPEG-2 Essential Patent(s), does
                 not issue as an MPEG-2 Essential Patent(s).

          7.5.2  Licensee shall promptly identify to the Licensing Administrator
                 each patent(s), except for MPEG-2 Patent Portfolio Patents of
                 the Licensors, licensable or sublicensable by Licensee or its
                 Affiliate(s), if any, which Licensee believes in good faith to
                 be an MPEG-2 Essential Patent(s) within fourteen (14) Days of
                 execution of this Agreement.

                                      -23-
<PAGE>   24
          7.5.3  In the event that Licensee has granted an exclusive license to
                 a third party under an MPEG-2 Essential Patent(s) prior to the
                 date of execution of this Agreement, Licensee shall advise the
                 Licensing Administrator of such an exclusive license and
                 identify to the Licensing Administrator such third party.

     7.6  Licensing Administrator Covenants.

          7.6.1  The Licensing Administrator covenants that if during the term
                 of this Agreement, it acquires rights to grant sublicenses
                 under additional MPEG-2 Essential Patent(s), the MPEG-2 Patent
                 Portfolio License herein will be supplemented to include such
                 additional MPEG-2 Essential Patent(s).

          7.6.2  The Licensing Administrator covenants that, with the exception
                 of partial termination under Section 6.3 of this Agreement, any
                 deletion from the MPEG-2 Patent Portfolio shall occur only upon
                 a determination by the Licensors, or upon a final adjudication
                 of a tribunal of competent jurisdiction from which no appeal is
                 taken or allowed, that the deleted Patent(s) is invalid or
                 unenforceable in the country which issued or published the
                 Patent(s), and that any addition to the MPEG-2 Patent Portfolio
                 shall occur only upon the determination by the Licensors that
                 the additional Patent(s) is an MPEG-2 Essential Patent(s) in
                 the country which issued or published the Patent(s).

          7.6.3  The Licensing Administrator further covenants that if any
                 Patent(s) in the MPEG-2 Patent Portfolio is found not to be an
                 MPEG-2 Essential Patent(s) in the country which issued or
                 published the Patent(s), either by the Licensors or upon a
                 final adjudication of a tribunal of competent jurisdiction
                 from which no appeal is taken or allowed and such Patent(s) is
                 to be deleted from the MPEG-2 Patent Portfolio, the Licensing
                 Administrator shall give notice to Licensee of such deletion,
                 and Licensee shall have the option to retain its sublicense
                 under the deleted Patent(s) for the remainder of the term of
                 this Agreement, including any renewal pursuant to Section 6.1
                 hereunder.

          7.6.4  The Licensing Administrator covenants that it shall not delete
                 from or add to the MPEG-2 Patent Portfolio for reasons other
                 than stated in Paragraphs 7.6.1 and 7.6.2 and Section 6.3
                 herein.

          7.6.5  The Licensing Administrator covenants that the royalties set
                 forth in Section 3.1 of this Agreement shall not increase
                 during the term of this Agreement, as set forth in Article 6
                 of this Agreement.

                                      -24-
<PAGE>   25
     7.7  Most Favorable Royalty Rates. Except as provided in Paragraph 7.7.1 of
          this Agreement, in the event that the Licensing Administrator grants
          an MPEG-2 Patent Portfolio License to another party with royalty rates
          more favorable than those set forth in Section 3.1 of this Agreement,
          whether or not such more favorable royalty rates are on terms and/or
          conditions that are different than those set forth herein, the
          Licensing Administrator shall send written notice to Licensee
          specifying the more favorable royalty rates and any terms and/or
          conditions that are different than those set forth herein within
          thirty (30) Days of the granting of the MPEG-2 Patent Portfolio
          License providing for such more favorable royalty rates. Licensee
          shall be entitled to an amendment of this Agreement to the extent of
          providing for royalty rates as favorable as that available to such
          other party within thirty (30) Days of sending written notice to the
          Licensing Administrator requesting such amendment; provided, however,
          that this Agreement shall also be amended to include any additional
          benefits to the Licensing Administrator. Any amendment made pursuant
          to this Section 7.7 shall be effective as of the date it is made, and
          such more favorable royalty rates shall not be retroactively
          applicable in favor of the Licensee, and shall not be a basis for
          claiming any refund of royalties paid prior to such effective date.


          7.7.1  Section 7.7 shall not apply to:

                 7.7.1.1  Settlement of litigation;

                 7.7.1.2  Determination by the Licensing Administrator of back
                          royalties owed by a sublicensee;

                 7.7.1.3  Compromise or settlement of royalty payments owed by a
                          sublicensee in financial distress;

                 7.7.1.4  Individual licenses or sublicenses granted by a
                          Licensor to a third party;

                 7.7.1.5  An order of a court or an administrative body; and

                 7.7.1.6  An unauthorized act of the Licensing Administrator.


     7.8  Freedom of Independent Development. Nothing in this Agreement shall be
          construed as prohibiting or restricting Licensee from independently
          developing competitive video products or video services which do not
          comply with the MPEG-2 Standard.

                                      -25-
<PAGE>   26
     7.9  Relationship.  Nothing in this Agreement shall be construed to create
          a principal-agent relationship, partnership or joint venture between
          the parties, or give rise to any fiduciary duty from one party to the
          other party.

     7.10 Severability.  If any provision of this Agreement is held by a court
          of competent jurisdiction to be unenforceable or contrary to law, the
          remaining provisions of the Agreement will remain in full force and
          effect.

     7.11 No Waiver.  The failure of either party at any time to require
          performance by the other party of any provision of this Agreement
          shall not be construed as acquiescence or waiver of such failure to
          perform such provision. The failure of either party to take action
          upon the breach of any provision of this Agreement shall not be
          construed as acquiescence or waiver of any such breach.

     7.12 Binding on Successors.  This Agreement shall be binding upon and inure
          to the benefit of the parties and their successors and assigns to the
          extent assignment is permitted by this Agreement.

     7.13 Article and Section Headings.  The Article and Section headings
          contained in this Agreement are for reference purposes only and shall
          not in any way control the meaning or interpretation of this
          Agreement.

     7.14 Representation of Counsel; Mutual Negotiation.  Each party has been
          represented by counsel of its choice in negotiating this Agreement.
          This Agreement shall therefore be deemed to have been negotiated at
          arms length, with the advice and participation of counsel, and
          prepared at the joint request, direction, and instruction of the
          parties, and shall be interpreted in accordance with its terms without
          favor to any party.

     7.15 English Language.  The parties have required that this Agreement and
          all documents relating thereto be drawn up in English.

     7.16 Notice to Customers.

          7.16.1  MPEG-2 Intermediate Products Notice: Licensee agrees to
                  provide to its customers or any other party that receives from
                  it an MPEG-2 Intermediate Product licensed under Section 2.1
                  of this Agreement a notice which specifies that: "USE OF THIS
                  PRODUCT IN ANY MANNER THAT COMPLIES WITH THE MPEG-2 STANDARD
                  IS EXPRESSLY PROHIBITED WITHOUT A LICENSE UNDER APPLICABLE

                                      -26-
<PAGE>   27
                  PATENTS IN THE MPEG-2 PATENT PORTFOLIO, WHICH LICENSE IS
                  AVAILABLE FROM MPEG LA, L.L.C., 250 STEELE STREET, SUITE 300,
                  DENVER, COLORADO 80206."

                  Licensee understands that the license granted pursuant to
                  Section 2.1 of this Agreement is conditioned on the Licensee
                  providing the notice specified in this Section.

          7.16.2  MPEG-2 Packaged Media Notice:  Licensee agrees to provide to
                  its customers or any other party that receives from it an
                  MPEG-2 Encoding Product, an MPEG-2 Distribution Encoding
                  Product, MPEG-2 Encoding Software or MPEG-2 Bundled Encoding
                  Software Licensed under Section 2.3 of this Agreement a notice
                  which specifies that: "USE OF THIS PRODUCT IN ANY MANNER THAT
                  COMPLIES WITH THE MPEG-2 STANDARD FOR ENCODING VIDEO
                  INFORMATION FOR PACKAGED MEDIA IS EXPRESSLY PROHIBITED WITHOUT
                  A LICENSE UNDER APPLICABLE PATENTS IN THE MPEG-2 PATENT
                  PORTFOLIO, WHICH LICENSE IS AVAILABLE FROM MPEG LA, 250 STEELE
                  STREET, SUITE 300, DENVER, COLORADO 80206."

                  Licensee understands that the license granted pursuant to
                  Section 2.3 of this Agreement is conditioned on the Licensee
                  providing the notice specified in this Section.

     7.17  Bankruptcy.

           7.17.1 In the event that the Licensing Administrator should file a
                  petition under the federal bankruptcy laws, or that an
                  involuntary petition shall be filed against the Licensing
                  Administrator, the parties intend that Licensee shall be
                  protected in the continued enjoyment of its rights as
                  licensee under the MPEG-2 Patent Portfolio Patents
                  sublicensed hereunder to the maximum feasible extent
                  including, without limitation, if it so elects, the
                  protection conferred upon licensees under 11 U.S.C. Section
                  365(n). The Licensing

                                      -27-

<PAGE>   28
                  Administrator agrees that it will give Licensee notice of the
                  filing of any voluntary or involuntary petition under the
                  federal bankruptcy laws.


          7.17.2  The MPEG-2 Patent Portfolio Patents sublicensed hereunder
                  shall be deemed to be "intellectual property" as the term is
                  defined in 11 U.S.C. Section 101(52). All written agreements
                  entered into in connection with the parties' performances
                  hereunder from time to time shall be considered agreements
                  "supplementary" to this Agreement for purposes of said Section
                  365(n).

     7.18  Choice of Law. The validity, construction and performance of this
           Agreement shall be governed by the substantive law of the State of
           New York, United States of America, without regard to the conflict of
           law rules in the jurisdiction where a claim arising from this
           Agreement is brought.

     7.19  No Third Party Beneficiaries. Nothing in this Agreement shall be
           construed to give rise to any obligation on either party hereto for
           the benefit of a third party other than the Licensors or to confer
           any rights on any third party other than the Licensors.

     7.20  Entire Agreement.

           7.20.1  The provisions of this Agreement, including its attachments
                   and any amendments, constitute the entire agreement between
                   the parties, and supersede any and all prior communications
                   and understandings, oral or written, between the parties
                   relating to the subject matter hereof.

           7.20.2  Except for supplementation of or deletion from the MPEG-2
                   Patent Portfolio by the Licensing Administrator, no amendment
                   of this Agreement shall be effective unless such amendment
                   is in writing and specifically references this agreement, and
                   is signed by all parties hereto. The Licensing Administrator
                   shall promptly notify Licensee of any supplementation of or
                   deletion from the MPEG-2 Patent Portfolio.

     7.21  Counterparts. This Agreement may be executed in one or more
           counterparts, each of which shall be deemed an original, but all of
           which together shall constitute one and the same instrument.

                                      -28-
<PAGE>   29
8.   USE OF MPEG LA, L.L.C. NAME AND LOGO

     Subject to the written approval of the Licensing Administrator, which
     approval shall not be unreasonably withheld: (1) Licensee shall have the
     right to indicate on or in connection with its MPEG-2 Royalty Products
     licensed hereunder that such products are licensed by the Licensing
     Administrator, and (2) Licensee shall have the right to use an MPEG LA,
     L.L.C. logo on or in connection with its MPEG-2 Royalty Products licensed
     hereunder.



     Date: December 25, 1999                (Licensee) Pioneer Corporation
           -----------------

                                            By: /s/ Kaneo Ito
                                                -------------------------------
                                                Kaneo Ito
                                                President


     Date: December 28, 1999                MPEG LA, L.L.C.
           -----------------

                                            By: /s/ Baryn S. Futa
                                                -------------------------------
                                                Baryn S. Futa,
                                                Manager and CEO

                                      -29-

<PAGE>   30
Page 1 of 1                                                      January 1, 2000

                 Addendum Of Patents Removed From Attachment 1


                               GENERAL INSTRUMENT
                               ==================


      DE P3789373.8                          removed as of October 1, 1999
      FR 0266049                             removed as of October 1, 1999
      GB 0266049                             removed as of October 1, 1999
      IT 0266049                             removed as of October 1, 1999


                                      SONY
                                      ====


      GB 2289196                             removed as of October 1, 1999
      GB 2259229                             removed as of October 1, 1999



                     VICTOR COMPANY OF JAPAN, LIMITED (JVC)
                     ======================================


      DE 69012405                            removed as of October 1, 1999
      FR 0395440-B                           removed as of October 1, 1999
      GB 0395440-B                           removed as of October 1, 1999
      NL 0395440-B                           removed as of October 1, 1999

<PAGE>   31
Page 1 of 10                       Attachment 1                  January 1, 2000


                              COLUMBIA UNIVERSITY
                              -------------------

     US Re 35,093
     CA 2,096,431-C
     DE 69129595
     DE 69130329
     FR 0564597
     FR 0630157
     GB 0564597
     GB 0630157
     JP 2,746,749


                             FRANCE TELECOM (CNET)
                             ---------------------

     US 4,796,087
     DE 3767919
     FR 2599577
     GB 0248711
     IT 0248711
     SE 0248711
     FI 86241


                                    FUJITSU
                                    -------

     US 5,235,618
     CA 2,029,320
     DE 69030056.5
     FR 0431319
     GB 0431319
     JP 2,787,599


                         GENERAL INSTRUMENT CORPORATION
                         ------------------------------

     US 4,394,774+
     US 4,698,672


----------

     + Expired December 15, 1998
<PAGE>   32
Page 2 of 10                       Attachment 1                  January 1, 2000


     US 5,068,724
     AU 627421-B2
     NO 179890-C
     TW NI-52990

     US 5,091,782
     AT 139402-T1
     AU 627684-B2
     CA 2,038,043-C
     DE 69120139-T2
     DK 0451545 T3
     ES 2088440-T3
     FR 0451545
     GB 0451545
     GR 3020736
     IT 0451545
     NO 178419-C
     NO 178420-C
     TW NI-50643

     US 5,093,720


                                KDD CORPORATION
                                ---------------

     JP 1,835,550
<PAGE>   33
Page 3 of 10                    Attachment 1                     January 1, 2000


                                   MATSUSHITA
                                   ----------

     US Re 35,910
     AU 612543-B2
     CA 2,016,523-C
     CH 0397402
     DE 69027710
     ES 2091790
     GB 0397402
     FR 0397402
     IT 0397402
     JP 1,949,701
     JP 2,695,244
     KR 63,477
     NL 0397402
     SE 0397402

     US Re 36,015

     US 5,223,949

     US 5,412,430
     FR 0526163
     GB 0526163
     JP 2,699,703
     NL 0526163

     US 5,784,107
     JP 2,684,941

     JP 2,524,044

     JP 2,794,899

     JP 2,828,095
<PAGE>   34
Page 4 of 10                       Attachment 1                  January 1, 2000


                                   MITSUBISHI
                                   ----------

     US 4,954,892
     CA 2,000,156-C
     DE 68913508-T2
     FR 0382892
     GB 0382892
     HK 1008133
     IT 0382892
     JP 2,100,607
     KR 58,957
     SE 0382892

     US 5,072,295
     AU 625476-B2
     CA 2,023,543-C
     DE 69027820-T2
     FI 98421-B
     FR 0414193
     GB 0414193
     HK 1008129
     IT 0414193
     JP 2,128,624
     NL 0414193
     KR 77,808
     SE 0414193
     SG 45452

     US 5,949,489
     JP 2,924,431

     US 5,963,258

     JP 1,869,940

     JP 2,510,456

     JP 2,577,745

     JP 2,814,819

     JP 2,924,430
<PAGE>   35
Page 5 of 10                       Attachment 1                  January 1, 2000


                NIPPON TELEGRAPH AND TELEPHONE CORPORATION (NTT)
                ------------------------------------------------

     JP 1,939,084

     JP 2,562,499


                                    PHILIPS
                                    -------

     US 4,849,812
     CN 1013425-B
     DE 3871998-T2
     FR 0282135-B
     GB 0282135-B
     IT 0282135-B
     JP 2,534,534-B2
     KR 9700364-B1
     TW 29492-B

     US 4,901,075
     AT 260748-B
     CN 10619-B
     DE 3750206-C0
     FR 0260748-B
     GB 0260748-B
     IT 0260748-B
     JP 2,711,665
     KR 118698
     NL 0260748-B
     SE 0260748-B
     TW 35350-B

     US 5,021,879
     DE 3855114-B
     FR 0290085-B
     GB 0290085-B
     JP 2,630,809-B
<PAGE>   36
Page 6 of 10                       Attachment 1                  January 1, 2000


     US 5,027,206
     AT E 1313335-B
     AU 634173-B
     BE 0359334-B
     CH 0359334-B
     CN 1018695-B
     DE 68925011-B
     ES 0359334-B
     FI 92127
     FR 0359334
     GB 0359334-B
     GR 0359334-B
     HK 96-1695-B
     IT 0359334-B
     KR 153275
     LU 0359334
     NL 0359334
     SE 0359334
     SG 9692026

     US 5,128,758
     JP 2,791,822
     MX 172405-B

     US 5,179,442

     US 5,333,135
     DE 69415698
     FR 0609936
     GB 0609936
     MX 185421

     US 5,606,539
     AT E157830-B
     BE 0460751-B
     DE 69127504-B
     DK 0460751-B
     FR 0460751-B
     GB 0460751-B
     IT 0460751-B
     NL 0460751-B
     SE 0460751-B

     US 5,608,697
<PAGE>   37
Page 7 of 10                     Attachment 1                    January 1, 2000



     US 5,740,310

     US 5,844,867


                         SAMSUNG ELECTRONICS CO., LTD.
                         ----------------------------

     US 5,461,421
     KR 0166722

     US 5,654,706
     DE 69321781
     FR 0580454
     GB 0580454
     HK 1008711
     KR 95,631


                               SCIENTIFIC ATLANTA
                               ------------------

     US 5,418,782
     AU 683134
     CA 2,180,363
     JP 2,940,638
     MX 190,776

     US 5,420,866
     AU 687844
     CA 2,186,368
     JP 2,940,639

     US 5,457,701
     AU 680680
     CA 2,180,342
     JP 2,937,301


                                      SONY
                                      ----

     US 4,864,393
     DE 3854171-T2
     GB 2205710-B2


<PAGE>   38
Page 8 of 10                       Attachment 1                  January 1, 2000

     US 5,191,436
     DE 69127224
     FR 0456433
     GB 0456433
     JP 2,874,745
     JP 2,877,225
     JP 2,969,782

     US 5,291,486
     GB 2289194-B2
     GB 2289195-B2

     US 5,298,991
     DE 69229153
     FR 0527011
     GB 0527011

     US 5,343,248
     JP 2,977,104

     US 5,428,396

     US 5,461,420
     AU 672812

     US 5,481,553
     AU 673244-B2
     NZ 261907-B
     TR 28436-B
     TW 66605-B

     US 5,510,840
     AT 0573665
     DE 69227185
     FR 0573665
     GB 0573665
     IT 0573665
     NL 0573665

     US 5,539,466
     AT 0598904
     AU 662548-B2
     DE 69229229
     FR 0598904
     GB 0598904



<PAGE>   39
Page 9 Of 10                       Attachment 1                  January 1, 2000


     IT 0598904

     US 5,543,847

     US 5,559,557
     AU 669209-B2

     US 5,663,763
     AU 667970

     US 5,666,461
     AU 670288
     MY 109,945
     TW 70,497

     JP 2,712,645


                              TOSHIBA CORPORATION
                              -------------------

     US 5,317,397
     JP 2,883,585

     US 5,424,779
     JP 2,755,851

     US 5,467,136
     JP 2,758,378

     US 5,742,344
     JP 2,883,592


                     VICTOR COMPANY OF JAPAN, LIMITED (JVC)
                     --------------------------------------

     US Re 34,965
     JP 2,530,217
     JP 2,072,546
     DE 69024235
     DE 69030819
     FR 0379217-B
     FR 0572046-B
     GB 0379217-B
     GB 0572046-B
<PAGE>   40
Page 10 of 10                     Attachment 1                   January 1, 2000



     US Re 35,158
     JP 2,137,325
     DE 69031045
     FR 0584840-B
     GB 0584840-B
     NL 0584840-B

     US 5,175,618
     DE 69123705
     FR 0484140-B
     GB 0484140-B
     JP 2,830,881
     JP 2,921,755
     KR 94554
<PAGE>   41
                                  Attachment 2
                              Licensed Affiliates
                              As of July 29, 1999


1.  Pioneer Electronics Technology (U.K.) Ltd.
2.  Pioneer Video Corporation
3.  Pioneer Video Manufacturing Inc.