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              THIS AGREEMENT is made the 29th day of January 1997
 
BETWEEN:
 
1.  MSU (UK) Limited a Company registered in the United Kingdom, having its
    principal place of business at Elder House, 526 to 528 Elder Gate, Central
    Milton Keynes, MK9 1LR, United Kingdom ('MSU').
 
2.  Zilog Inc, a California registered Company, having its principal place of
    business at 210 East Hacienda Avenue, Campbell, California, 95008-6600
    ('Zilog').
 
WHEREAS:
 
(a)  MSU is a Company with expertise in the design and development of inter alia
     video chips and support software and reference hardware system for use in
     televisions and TV set top boxes. MSU is the licenser of its technology to
     OEM's and semi conductor manufacturers.
 
(b)  Zilog Inc is a Company that designs, manufactures and sells integrated
     circuits to many consumer OEM's who manufacture and sell televisions,
     VCR's and TV Set Top Boxes.
 
(c)  MSU wishes to grant and Zilog wishes to acquire the licence and rights to,
     subject to the terms and conditions of this agreement, the MSU products
     defined below.
 
IT IS AGREED AS FOLLOWS:
 
1.  Definitions.
 
    'Alternate Product Manufacturer' means an alternative manufacturer of the
    Product to
 
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whom MSU may grant a licence to manufacture, market and sell the Product
pursuant to Clause 2.1.1 or where any milestones agreed pursuant to Clause 2.2.1
are not met to develop, manufacture market and sell or to whom the saving
conditions reserved by Clause 2.2.2 apply.
 
'Application Development Kit' ('ADK') means a set of API Libraries for the
Netbox hardware reference design platform. The ADK may be used by Zilog
customers to produce additional application software to the binaries supplied.
The ADK may be used to develop alternative HTML browsers and E-Mail Clients.
 
'Application Software Suite' ('ASS') means the Netbox binary run time code for:
 
(a) The Netbox Operating System Environment;
 
(b) Flash Filing System;
 
(c) HTML Browser Client and associated MIME Clients (JPEG, GIF, AU, WAV);
 
(d) E-Mail Client.
 
The Application Software binaries are only designed to operate within the
parameters of the Netbox hardware reference design platform.
 
'Derivative products' are MSU or Zilog developed integrated circuits that may
cost reduce the MSU Netbox design and/or add functionality to the Product in the
MSU Netbox Market which are not pin compatible plug in replacements for the
Product.
 
'Family Products' means integrated super set or sub set versions of the Product
and which are built utilising part of the Product architecture but which are not
intended for use in MSU Netbox or to utilise MSU Netbox Software.
 
'Full Capability Units' means part number Z9060X addressing 16 megabytes of
memory and running MSU Netbox software, including Browser, E-mail and software
stack.
 
'ISP Chip Set' means the proprietary Internet Services Processor that provide
Internet Video and Audio output from a modem Internet input for display on
televisions.
 
'The Licence Fee' means
 
(a) the sum of [*] payable as to:
 
     (a)(1) [*] which had been paid to MSU in stock and receipt of which MSU
            acknowledges.
 
     (a)(ii) [*] upon execution of this Agreement.
 
(b) The sum of [*] representing NRE payment to MSU payable as to:
 
     (b)(i) [*] upon completion of silicon design. Completion of silicon design


* The omitted information is confidential and has been filed separately with the
  Securities and Exchange Commission.


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    shall be deemed to have occurred when Zilog successfully complete pattern
    generation (P6).
 
     (b)(ii) [*] upon initial demonstration of functional silicon. Initial
             demonstration of functional silicon shall be deemed to occur when
             the MSU Netbox operates with the Product in an identical manner to
             an MSU Netbox using MSU Silicon without evidence of material
             glitches or bugs.
 
The NRE payment shall be treated as a repayment of Royalties to be returned to
Zilog by the reduced royalty on the first [*] units of product as set out in
clause 4.1.1(a) hereof.
 
'MSU Netbox' means an Internet Access Device based upon an MSU schematic
reference design attached hereto as Exhibit 1 which incorporates the proprietary
operating software programmes and routines together with application software
all developed by MSU.
 
'Netbox Software' shall mean collectively the Application Software Suite, the
Application Development Kit and the OEM Development Kit.
 
'Net Selling Price' Shall be Zilog's gross sales price invoiced to its
customers, less deductions made for cash and trade discounts, allowances and
returns in the ordinary course of business. Taxes, freight and other shipping
charges that are invoiced by separate line item on the invoice shall also be
excluded from the Net Selling Price.
 
'OEM Adaptation Kit' ('OAK') means the suite of tools to allow the Application
Software Suite to undergo a defined amount of customisation. This includes user
interface graphics and associated positioning dialler and connection parameters
and scripted log on procedures.
 
'Partial Capability Units' means part number Z9060Y which may:
 
(i) not be using MSU Netbox software;
 
(ii) be limited to 1 megabyte of memory address by omitting to bond 4 address
pins;
 
(iii) be such partial specification as should from time to time be agreed.
 
'the Product' means the discrete ISP Chipset revision 2 and future discrete pin
compatible plug in replacements intended for use in the MSU Netbox designs and
which do not require major MSU Netbox Software changes or hardware changes to be
used.

* The omitted information is confidential and has been filed separately with the
  Securities and Exchange Commission.


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'Source Code Licence' shall mean a licence to perform modification of the ASS by
modifying the 'C' based source code and by utilising functions provided by the
ADK and add to the original source code of the current release of the
Application Software Suite and Application Development Kit.
 
2.  Grant of Licence
 
    2.1  In consideration of the Licence Fee and the premises herein MSU hereby
         grants to Zilog the licences set out below:
 
         2.1.1 A worldwide perpetual (except as set forth in Section 10 non
               exclusive licence to manufacture market and sell the Product. MSU
               agrees that during the term of this agreement it will not grant a
               licence in similar terms to this clause 2.1.1 to more than one
               Alternate Product Manufacturer to manufacture market and sell the
               Product.
 
         2.1.2 A worldwide perpetual (except as set forth in Section 10 below)
               non exclusive licence to develop manufacture market and sell
               Derivative Products and Family Products.
 
         2.1.3 Subject only to agreement as to commercially acceptable terms as
               to price volume and delivery:
 
               (a) a non exclusive licence to foundry the Products.
 
               (b) a first opportunity/option to negotiate with MSU or MSU
                   customers (other than any Alternate Product Manufacturer) who
                   have foundry requirements (but not further or otherwise) for
                   the foundry on their behalf of either proprietary or non
                   proprietary Derivative Products and Family Products.
 
    2.2  MSU will not grant a licence to an Alternate Product Developer in
         similar terms to clause 2.1.2 for so long as Zilog is successful in:
 
         2.2.1 meeting commercial milestones for the development marketing and
               sale of Derivative Products and Family Products as may be agreed
               upon between the parties in a subsequent written agreement.
 
         2.2.2 maintian technological and innovation supports as an Alternate
               Product Developer of Derivative Products and Family Products.
 
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               SAVE that MSU may at any time licence an Alternate Product
               Developer who may also develop market manufacture and sell
               products which do not compete directly with the Product,
               Derivative Products or Family Products or where the Alternate
               Product Developer has new technology or core licences which the
               parties are not otherwise able to obtain in their own right.
 
    2.3  For the purposes of clarification development manufacturing marketing
         or sale by MSU per se of the Products, that are the subject of this
         agreement, shall not be deemed to be development manufacture marketing
         or sale by an Alternate Manufacturer or Alternate Product Developer
         referred to in clauses 2.1.1 and 2.1.2 above. At all times MSU shall be
         free to commercially exploit its technology in its own right.
 
3.  Derivative Products and Family Products
 
    3.1  Prior to the commencement of work upon Derivative Products Zilog will
         obtain from MSU prior approval of the proposed product specification
         and project goals for development. No such approval shall be required
         to be given by MSU for Family Products.
 
    3.2  Notwithstanding clause 3.1 above, Zilog shall be required to notify MSU
         in writing of its plans for the development of Family Products.
         Notification shall be provided in advance of completion of the
         Engineering Objective Specification ('EOS') for the family Product.
 
    3.3  Where Derivative Products and Family Products are developed
         independently by the parties and which are not customer proprietary
         licences shall be granted upon an exchange basis on terms to be agreed
         upon at the time that the licence is requested to manufacture, develop,
         market and sell.
 
    3.4  Where licence back of Zilog Derivative Products and Family Products are
         granted to MSU as provided in clause 3.3 above MSU will foundry such
         products at Zilog subject to most favoured customer terms.
 
    3.5  The parties will co-operate with a view to defining future integrated
         versions of the Product and development plans to the mutual
         understanding of the parties.
 
    3.6  MSU agrees that where it has developed Derivative Products or Family
         Products
 
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         it will not grant a Licence to more than one Alternate Product
         Manufacture to manufacture, market and sell such Derivate Products or
         Family Products.
 
4.  Royalties
 
    4.1  MSU shall be paid by Zilog a royalty for each unit of the Product,
         Derivative Product or Family Product manufactured and shipped by Zilog.
         Such royalties shall be calculated as follows:
 
         4.1.1 For Full Capability units sold as an embedded application using
               MSU Netbox software;
 
               (a) for the first [*] units [*] per unit;
 
               (b) for the next [*] units [*] per unit;
 
               (c) thereafter, [*]% of the net selling price.
 
    4.2  For Partial Capability Units:
 
         4.2.1 Not using MSU Netbox software [*] to be agreed when final
               specification agreed of net selling price of discreet versions of
               the ISP Chipset. There shall be no minimum price for this
               Product.
 
         4.2.2 Where a super-set or sub-set of the ISP Chipset is integrated
               with other functions or cores into a Derivative Product a royalty
               shall be calculated as to a percentage of the fractional ratio of
               the ISP Chipset net selling price to the total Chipset selling
               price where the ratio is the same as the area ratio of the ISP
               Chipset to the entire Derivative Product developed. In the
               calculation of this formula, bonding pad area and repetitive
               design areas such as ROM and RAM shall be excluded.
 
         4.2.3 This agreement contemplates that Derivative Products shall have a
               royalty which reflects:
 
               (a) The added value from the use of MSU Netbox software at the
                   rate referred to in clause 4.1 above (discrete versions) or;
 
               (b) subject to the area ratio calculation in 4.2.2 above.
 
    4.3  A minimum ISP published selling price of [*] per unit is initially
         required to conform with MSU contractual arrangements in place at the
         date of this agreement. MSU has a commitment to customers that requires
         Zilog not to sell Full Capability Units with MSU Netbox software at
         prices below (US)

* The omitted information is confidential and has been filed separately with the
  Securities and Exchange Commission.


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         [*] in any volume. In the event that MSU grants prices below this
         minimum MSU will notify Zilog of the new minimum price Zilog shall be
         permitted to sell at or above the new minimum price. Zilog and MSU
         agree to negotiate prices below this level if the MSU ISP Chipset
         becomes unprofitable or uncompetitive when sold at any agreed price.
 
    4.4  Where a new product is redesigned to obtain a significantly increased
         performance version of the ISP Chipset function new royalty terms shall
         be renegotiated.
 
    4.5  MSU agrees that in the event of:
 
         (a) Other Chipset solutions and software being available in volume to
             end use customers at a lower price, or;
 
         (b) MSU or Zilog introduce more integrated ISP versions of the Product
             that displace the need for the discrete Product:
 
         renegotiation of the price of the ISP Chipset to under [*] and the
         royalties to under [*] of the net selling price may be allowed.
 
    4.6  Zilog agrees to keep true and accurate records and books of account for
         two (2) years past their date of creation containing all the data
         necessary for the determination of the royalties payable under this
         clause which records and books of account shall upon reasonable notice
         of MSU be open at all reasonable times during business hours for
         inspection by MSU or an independent accountant selected by MSU and
         acceptable to Zilog (which acceptance shaould not be unreasonably
         withheld) for the purpose of verifying the accuracy of Zilog's report
         hereunder. All such requests by MSU must be made within two (2) years
         of the date of receipt of the report at issue or such claims or actions
         shall be forever waived by MSU. MSU shall be solely responsible for the
         costs of the account unless the accountant certifies that any reports
         are inaccurate in any material respect in which event Zilog shall
         reimburse MSU for its reasonable costs.
 
    4.7  Zilog shall submit to MSU within thirty days of the end of each
         calender month a statement setting forth with a respect to its
         operations hereunder during that period setting out in particular:
 
         (a) The quantity of the products manufactured;
 
         (b) the quantity of the products shipped;

* The omitted information is confidential and has been filed separately with the
  Securities and Exchange Commission.

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    4.8  MSU agrees to maintain confidential all financial information received
         that document or relate to Zilog's operations pursuant to this
         agreement.

5.  MARKS

    5.1  It is anticipated that from time to time the product will carry a
         distinctive mark or logo together with an acknowledgement of MSU design
         and ownership of rights. Zilog will ensure that such marks are carried
         on the topmark or shipping cartons for the Product.

    5.2  Zilog shall leave in position and will not cover or erase any notice or
         other marks (including without limitation details of patents or
         trademarks or copyright relating to the Product or its ownership by MSU
         which MSU may reasonably insist are placed or fixed to the Products or
         their casing or packaging.

    5.3  Zilog shall be permitted to place marks on Product, Derivative Products
         or Family Products that protect any intellectual property or other
         rights that Zilog may claim in the Product, Derivative Products or
         Family Products.

6.  MSU OBLIGATIONS

    6.1  TO GRANT SOFTWARE LICENSES.

         6.1.1 MSU shall grant licenses to Zilog customers of the Netbox
               software in substantially the form of MSU's Application Software
               Suite Licence or Source Code Licence as shall be current from
               time to time (individually called a Licence Agreement). Such
               licences shall only be granted to Zilog customers who:

               (a) Have completed Product evaluation and have placed irrevocable
                   chip orders for the ISP Chipset;

               (b) Who have signed a Licence Agreement providing for the payment
                   to MSU of a royalty of [*] for each unit of ISP Chipset
                   shipped incorporating any part of the ADK executable code;

               (c) In the case of a Source Code Licence pay an up front licence
                   fee of [*]. This may at MSU's discretion be waived and
                   modified where appropriate with individual customer;

* The omitted information is confidential and has been filed separately with the
  Securities and Exchange Commission.


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               (d) Such Licence Agreements shall also provide for registration
                   with MSU prior to market release, and for MSU to have the
                   first right of refusal to licence back such code for use with
                   the ISP Chipset.

         6.1.2 Zilog shall have the right to supply evaluation copies of the ADK
               and OAK to approved Zilog customers who have entered into
               obligations of confidentiality satisfactory to MSU.

    6.2  TO PROVIDE A DEVELOPMENT KIT

         6.2.1 MSU will supply to approved Zilog customers a Development Kit
               consisting of a Netbox Appliance, connecting cables to a PC
               Computer, Schematics, the ASS and OAK.

         6.2.2 The list price of the Development Kit shall be [*]. This may
               at MSU discretion be waived or modified where appropriate with
               individual customers.

    6.3  TO PROVIDE SOFTWARE SUPPORT

         6.3.1 At all times during the term of this agreement MSU will support
               the Netbox Software on the X86 CPU platform of the Netbox
               reference design licenced pursuant to the terms of this agreement
               to the extent provided for in Exhibit 2 hereto.

    6.4  TO FULFILL DEVELOPMENT CONTRACTS

         6.4.1 Where Zilog customers do not have the necessary resources subject
               to agreement as to terms, MSU will offer Zilog customers a
               software development service to modify/or customise Netbox
               software.

         6.4.2 MSU shall charge normal MSU rates for such activities.

    6.5  TO PROVIDE A CUSTOMER TELEPHONE SUPPORT SERVICE

         6.5.1 Subject to demand, MSU shall offer Zilog customers of ISP
               hardware or software a limited availability of telephone support.

         6.5.2 MSU reserves the right to limit the extent of free support
               services according to the capability and competence of the
               customer and magnitude of the business with MSU.

* The omitted information is confidential and has been filed separately with the
  Securities and Exchange Commission.

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7.  ZILOG OBLIGATIONS

    7.1  MSU has agreements with Internet Service Providers ("ISPs") that
         provide MSU customers with optional use of ISP's services when using
         the MSU Netbox Reference Design Browser software. Customers developed
         by MSU for ISPs provide MSU with a finders fee in compensation for
         developing such customers. Zilog is willing to pass through to
         customers the software that offers such services in the form of the
         Browser and will negotiate compensation for the benefit of MSU from
         ISPs.

8.  INDEMNITIES

    8.1  MSU shall fully indemnify and hold harmless Zilog against claims costs
         and expenses that Zilog or its OEM customers may incur in connection
         with any claim of infringement of the third party intellectual property
         rights caused by or arising out of the manufacture or sale or use of
         the Product or Netbox software. This indemnity shall include all costs
         and expenses of refuting defending or settling any claim as well as any
         damages or compensation ordered to be paid to any third party by any
         Court.

    8.2  Zilog shall fully indemnify and hold harmless MSU against any claims or
         actions brought by third parties against MSU due to manufacturing
         defects in the Product or design defects of any Derivative Products or
         Family Products developed by Zilog. This indemnity shall include all
         costs and expenses of refuting defending or settling any claim as well
         as any damage or compensation ordered to any third party by any Court.

    8.3  Zilog shall not be responsible for any changes requested or required by
         MSU or third parties to any Product, Derivative Product, or Family
         Product. Zilog shall not be responsible for flaws or defects created by
         MSU or third parties because of alterations to the Products, Derivative
         Products, or Family Products, or because of damages that arise as a
         result of combination of the Product, Derivative Products, or Family
         Products in systems designed, engineered or developed by MSU or third
         parties.

    8.4  NEITHER ZILOG NOR MSU SHALL BE LIABLE TO THE OTHER OR TO ANY OTHER
         PERSON (TO THE MAXIMUM EXTENT THAT EITHER PARTY CAN DISCLAIM SUCH
         LIABILITY) FOR ANY CLAIM FOR


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         INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS
         OF PROFIT, LOSS OF PLANT OR EQUIPMENT OR PRODUCING ARISING FROM THE
         SALE OR SUBSEQUENT USE OF PRODUCTS, DERIVATIVE PRODUCTS OR FAMILY
         PRODUCTS.

9.  INTEREST

    9.1  All sums due from either of the parties to the other which are not paid
         on the due date shall bear interest from day to day at the annual rate
         of 3% over the current National Westminster Bank Plc daily base rate
         with a minimum of 10% per annum.

10. TERMINATION

    10.1 Either party may by notice in writing to the other terminate this
         agreement immediately upon the happening of any one of the following
         events:

         (a) Either party shall become bankrupt or be wound up or make any
             arrangement or composition with its creditors;

         (b) If either party is in material breach of any term of this Agreement
             and fails to cure the breach within 45 days, (21 days for non
             payment of monetary sums owed) after written notice of that breach
             and of the first party's intention to terminate;

         (c) On either party for any reason of whatsoever nature being
             substantially prevented from performing or becoming unable to
             perform its obligations hereunder;

         (d) On Zilog or MSU assigning or attempting to assign this Agreement
             without the prior written consent of the other;

         (e) If control of Zilog or MSU shall pass from the present shareholders
             or owners or controllers to other persons whom the other party
             shall in its absolute discretion regard as unsuitable.

    10.2 The indemnities and obligations of confidentiality contained in this
         Agreement and the provision for payment of an account in respect of
         continuing royalties and other sums due to either party under this
         Agreement shall survive the termination or expiry of this Agreement.





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11. GENERAL

     11.1    Force Majeure. Neither party shall be liable to the other for any
             failure to perform or delay in performance of its obligations
             hereunder (other than an obligation to pay monies) caused by:

             (a)    Act of God;
          
             (b)    outbreak of hostilities, riots, civil disturbance, acts of
                    terrorism;

             (c)    the act of any government or authority (including revocation
                    of any licence or consent);

             (d)    fire, explosion, flood, fog or bad weather;

             (e)    theft or malicious damage, strike, lockout or industrial
                    action of any kind;

             (f)    any cause or circumstances whatsoever beyond its reasonable
                    control.

     11.2    The parties agree to submit to the exclusive jurisdiction of the
             courts of England and Wales.

     11.3    Waiver. The failure of a party to insist in any one or more
             instances upon the performance of any provisions of this agreement
             shall not be construed as a waiver or relinquishment of that
             party's rights to future performance of such provision and the
             other party's obligation in respect of such future performance
             shall continue in full force and effect.

     11.4    Severability. In the event that any one or more of the provisions
             contained in this agreement shall for any reason be held to be
             unenforceable, illegal or otherwise invalid in any respect under
             the law governing this agreement or its performance such
             unenforceability, illegality or invalidity shall not effect any
             other provision of this agreement and this agreement shall then be
             construed as if such unenforceable illegal or invalid provisions
             had never been contained herein.

     11.5    Compliance with Laws. In the performance of this agreement both
             parties should comply with all laws, rules, regulations, decrees
             and other ordinances issued by any governmental or other state
             authority relating to the subject matter of this agreement and the
             performance by the parties hereto or their obligations hereunder.

     11.6    Whole Agreement. This Agreement sets forth and shall constitute the
             entire agreement between both the parties with respect to any of
             the subject matter hereof and shall supersede any and all promises,
             representations, warranties or





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             other statements whether written or oral, made by or on behalf of
             one party to the other of any nature whatsoever or contained in any
             leaflet brochure or other document given by one party to the other
             concerning such subject matter.

     11.7    This Agreement may not be released, discharged, supplemented,
             interpreted, amended, varied, or modified in any manner except by
             an instrument in writing signed by a duly authorised officer or
             representative of each of the parties hereto.


12.  NO JOINT VENTURE OR PARTNERSHIP

     Nothing in this Agreement should create a partnership or joint venture
     between the parties hereto and save that expressly provided in this
     Agreement, neither party shall enter into or have authority to enter into
     any engagement or make any representation of warranty on behalf of or
     pledge to credit or otherwise bind or oblige the other party hereto.


13.  CONFIDENTIALITY

     13.1    Each party shall enter into a trust and confidence agreement in the
             form set out in Schedule 1 - regulating to the fullest extent
             allowed by the law in respect of responsibilities and duties of
             confidentiality governing the ISP Chipset, the software,
             intellectual property rights, know how and technical information,
             the subject of this Agreement.

     13.2    Zilog undertakes to ensure that all employees, suppliers, sub
             contractors, sub licensees, and any other persons or organisations
             who it is reasonable to contemplate having access to the
             intellectual property rights know how or technical information will
             covenant directly with MSU in the same terms as the trust and
             confidence agreement.

14.  NOTICES

     14.1    Unless otherwise specified herein all notices or reports permitted
             or required under this Agreement shall be in writing and shall be
             delivered in person, mailed by first class postage prepaid or sent
             by telex, telegram or telecopier to the designated person at the
             address set forth below or as amended in writing and provided to
             the other party at their last designated address.



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     14.2    Notices and payments to MSU shall be sent to the following:

             Elder House
             526 to 528 Elder Gate
             CENTRAL MILTON KEYNES
             United Kingdom MK9 1LR For the attention of Mr R H Phillips

     14.3    Notice to Zilog shall be sent to the following address:

             210 East Hacienda Avenue
             Campbell
             CALIFORNIA 95008
             USA
             For the Attention of the Legal Department



Signed on behalf     )
of MSU               )                             /s/ William Snowden
in the presence of   )                      ____________________________________
                                                        Secretary
                                                   AUTHORISED SIGNATORY



[signature]
_________________________
WITNESS



Signed on behalf      )                                 [signature]
of MSU                )                      ___________________________________
in the presence of    )                            AUTHORISED SIGNATORY




_________________________
WITNESS


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