[LETTERHEAD
        OF MPEG LA®]

       

      VIA
        DHL


       

      December
        14, 2001

       

      Dear
        Licensee:

       

      This
        letter constitutes an Agreement by and between MPEG LA® and the undersigned
        Licensee that any and all prior MPEG-2 Patent Portfolio Licenses are hereby
        cancelled upon the effectiveness of the attached MPEG-2 Patent Portfolio
        License.

      


      Best
        Regards,

       

      /s/
        Baryn S. Futa    

      Baryn
        S.
        Futa

      Manager
        and CEO

      MPEG
        LA,
        L.L.C.

      


      Agreed
        to:

      


      Licensee:
        Scopus Network Technologies Ltd.

      


      
        	
                By:
                  /s/ 

              	 	
                Date:
                  January
                  28, 2002

              	
                 

              
	
                (authorized
                  signatory)

              	
                
                   

                

              	 	 


      

      


      


      LIMITED
        LIABILITY COMPANY

      WORLD
        HEADQUARTERS DENVER COLORADO USA

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO LICENSE
              

          

        

      

       

      This
        Agreement is made this 1st day of January, 2002, 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 Scopus
        Network Technologies Ltd, having a principal place of business at 10
        Ha’amal,
        Street,
        Park Afek, Rosh Ha’ayin, 48092 Israel (hereinafter
        “Licensee”).

       

      WHEREAS,
        ISO/IECJTC
        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,
        Canon
        Inc., a corporation of Japan, having a principal place of business in Tokyo,
        Japan; 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 Télécom, société anonyme, a
        corporation of France. having a principal P006 place of business in Paris,
        France; Fujitsu, Limited, a corporation of Japan, having a principal place
        of
        business in Kawasaki, Japan; GE Technology Development, Inc, a corporation
        of
        Delaware, U.S.A., having a principal place of business in Princeton, New
        Jersey,
        U.S.A.; General Instrument Corporation, a corporation of Delaware, U.S.A.
        having
        a principal place of business in Horsham Pennsylvania, U.S.A; Hitachi,
        Ltd., a corporation of Japan, having a principal place of business in Tokyo,
        Japan; KDDI 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., U.S.A. (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; SANYO Electric Co., Ltd., a
        corporation of Japan, having a principal place of business in Osaka, Japan;
        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)”);

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      


      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 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 or hereby commits 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 should other entities desiring such a license under
        tie
        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;

       

      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, and

       

      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

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      0.    EFFECTIVE
        DATE

       

      0.1    This License
        Agreement shall be deemed effective as of June 1, 1994.

       

      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
                    offers 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

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                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 Canon Inc.; The Trustees of Columbia University in the
                  City of
                  New York; France Télécom, société anonyme; Fujitsu Limited; GE Technology
                  Development, Inc.; General Instrument Corporation; Hitachi Ltd.;
                  KDDI
                  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.;.
                  SANYO, Electric 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 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.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      


      
        	 	
                1.13

              	
                MPEG-2
                  Bundled Encoding Software - shall
                  mean (i) any storage medium, incorporating 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 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:
                  (i) 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 at 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 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 manufactures 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 purposes of this
                  Section
                  1.16, the term “distribution” shall not be construed to include
                  distribution by way of MPEG-2 Packaged
                  Medium.

              


      

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                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,
                  a 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 steam or program stream in
                  accordance
                  with the MPEG-2 Standard, but which is not a product that is
                  Sold.

              


      

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                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 dish, storing
                  one or
                  more MPEG-2 Video Events.

              


      

       

      
        	 	
                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, J
                  and, K), 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

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                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 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
                  FOR ANY USE
                  OR DISTRIBUTION OTHER THAN PERSONAL USE OF LICENSEE’S
                  CUSTOMER.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                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 mrade, 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 my further
                  sublicenses;

              


      

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                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 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 names 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
                  Sublicensed Affliate.

              


      

       

      
        	
                3.

              	
                ROYALTY
                  AND PAYMENTS

              


      

       

      
        	 	
                3.1

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

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                3.1.1

              	
                MPEG-2
                  Decoding Product, MPEG-2 Decoding Software, MPEG-2 Bundled Decoding
                  Software. The
                  royalty for the sublicense granted pursuant to Section 2.2, hereof
                  shall
                  be four United States Dollars (U.S. $4.00) prior to January 1,
                  2002, and
                  two and one half United States Dollars (U.S. $2.50) thereafter
                  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) prior to January 1, 2002,
                  and two
                  and one half United Dollars (U.S. $2.50) thereafter upon the Sale
                  of each
                  end product Manufactured or Sole in a country in which one or more
                  MPEG-2
                  Patent Portfolio(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 teh sublicense granted
                  pursuant to Section 2.3 hereof shall be L times four United States
                  Dollars
                  (L x U.S. $ 4.00) prior to January 1, 2002, and L times two and
                  one half
                  United States Dollars (L x U.S. $ 2.50) thereafter upon the Sale
                  of each
                  MPEG-2 Distribution Encoding Product Manufactured or sold as an
                  end
                  production 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.

              


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                3.1.4

              	
                Consumer
                  Product.
                  The royalty for the sublicense granted pursuant to Sections 2.2
                  and 2.3
                  hereof for a single self-contained end product having both MPEG-2
                  encoding
                  and decoding capabilities shall be limited to six United States
                  Dollars
                  (U.S. $6.00) prior to January 1, 2002, and two and one half United
                  States
                  Dollars (U.S. $2.50) thereafter 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:

              


      

       

      
        	 	
                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 (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) containing
                  one or
                  more MPEG-2 Video Events encoded using an MPEG-2 Encoding Product
                  an,
                  MPEG-2 Distribution Encoding Product, an MPEG-2 Encoding Software
                  and/or
                  MPEG-2 Bundled Encoding Software prior to September 1, 2001, 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.


        

      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                3.1.7

              	
                MPEG-2
                  Packaged Medium. For
                  the period commencing as of September 1, 2001 and ending on February
                  28,
                  2003, the royalty for the sublicense granted pursuant to Section
                  2.4
                  hereof upon the Sale of each copy of MPEG-2 Packaged Medium (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) 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 three
                  and one
                  half United States Cents (U.S. $0.035) for the first MPEG-2 Video
                  Event on
                  any MPEG-2 Packaged, Medium, plus one United States Cent (U.S.
                  $0.0.1)
                  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 three and one half United States Cents
                  (US.
                  $0.035) 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.
                  .

              


      

       

      
        	 	
                3.1.8

              	
                MPEG-2
                  Packaged Medium. For
                  the period commencing as of March 1, 2003 through the term of the
                  License,
                  the royalty for the sublicense granted pursuant to, Section 2.4.
                  hereof
                  upon the Sale of each copy of MPEG-2 Packaged Medium (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) 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 three United. States
                  Cents,
                  (U.S. $0.03) for the first MPEG-2 Video Event on any MPEG-2 Packaged
                  Medium, plus one United States Cent (US, $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 three United States Cents (U.S. $0.03) 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.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                3.1.9

              	
                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.

              


      

       

      
        	 	
                3.2

              	
                The
                  Payment of Running Royalties Upon the Sale of MPEG-2 Decoding Products,
                  MPEG-2 Decoding Software, MPEG-2 Bundled Decoding Software, MPEG-2
                  Encoding Products, MPEG-2 Encoding Software or any Combination
                  of the
                  Above Sold in a Single Self-Contained Product (for purposes of
                  this
                  Section 3.2,
“Product(s)”).

              


      

       

      
        	 	
                3.2.1

              	
                Royalties
                  pursuant to this Article 3 two payable upon the Sale
                  of:

              


      

       

      
        	 	
                3.2.1.1

              	
                Products
                  which allow the end user to decode and/or encode (consistent with
                  the
                  limitations set forth in Section 2.3) MPEG-2 compliant bit streams;
                  provided, however that no royalty shall be payable upon the Sale
                  of
                  distribution of such Products when the Product is incorporated
                  with and
                  used with an MPEG-2 Royalty Product on which a royalty already
                  has been
                  paid to the Licensing Administrator pursuant to Article 3
                  hereof.

              


      

       

      
        	 	
                3.2.1.2

              	
                Products
                  in which the, MPEG-2 functionality of the Product is encrypted,
                  disabled or otherwise unusable
                  only:

              


      

       

      
        	 	
                3.2.1.2.1

              	
                upon
                  the distribution of a key :or other instrumentality allowing the
                  Product
                  to be used to decode and/or encode MPEG-2 compliant bit streams;
                  or

              


      

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        
          	 	3.2.1.2.2	if the encryption, disablement or other method
                  employed
                  to prevent use is generally breached royalties for all such Products
                  sold
                  shall become payable pursuant to Article
                  3.


        

        
          	 	 	 


        

        
          	 	
                  3.2.1.2.3

                	
                  if
                    Licensee fails to take reasonable steps to insure that the MPEG-2
                    functionality is encrypted, disabled or otherwise unusable, royalties
                    for
                    all such Products Sold shall become payable pursuant to Article
                    3.

                


        

      

       

      
        	 	
                3.2.1.3

              	
                MPEG-2
                  Decoding Software updates and/or MPEG-2 Encoding Software updates;
                  provided, however, that no royalty shall be due if such update
                  (i) is Sold
                  or distributed for use in connection with
                  an
                  MPEG-2 Royalty Product upon which a royalty has been paid to the
                  Licensing
                  Administrator in accordance with Article 3 and (ii) the update
                  which is
                  Sold or distributed overwrites or otherwise renders not usable
                  the
                  preexisting MPEG-2 capability on the MPEG-2 Royalty Product which
                  is
                  upgraded.

              


      

       

      3.3.    Payment
        Schedule.

       

      
        	 	
                3.3.1

              	
                Except
                  as provided in Section 3.4 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 3.9 of this Agreement,
                  which statement shall be deemed to be true and correct unless shown
                  otherwise in an audit in accordance with Section 3.10 of this
                  Agreement.

              


      

       

      
        	 	
                3.3.2

              	
                Back
                  to 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 and shall be accompanied
                  by a royalty statement in accordance with Section 3.9 of this
                  Agreement.

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	
                3.4

              	
                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 3.9 of this
                  Agreement.

              


      

       

      
        	
                3.5.

              	
                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.
                  

              


      

       

      
        	 	
                3.5.1

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

              


      

       

      
        	
                3.6

              	
                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. 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.

              


      

       

      
        	 	
                3.6.1

              	
                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.

              


      

       

      
        	 	
                3.6.2

              	
                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.

              


      

       

      
        	 	
                3.6.3

              	
                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.

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      


      
        	 	
                3.6.4

              	
                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.

              


      

       

      
        	 	
                3.6.5

              	
                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.

              


      

       

      
        	 	
                3.6.6

              	
                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.

              


      

       

      
        	
                3.7

              	
                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.

              


      

       

      
        	 	
                3.7.1

              	
                Any
                  payment received more than fourteen (14) Days after becoming due
                  as set
                  forth in Section 3.3 of this Agreement shall be deemed late for
                  purposes
                  of this Agreement.

              


      

       

      
        	 	
                3.7.2

              	
                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.

              


      

       

      
        	
                3.8

              	
                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.

              


      

       

      
        	
                3.9

              	
                Statements.
                  Licensee shall provide the Licensing Administrator with a statement
                  for
                  each period as defined in Sections 3.3.1, 3.3.2 and 3.4 showing
                  in
                  reasonable detail and separately identifying for each MPEG-2 Royalty
                  Product both (i) the quantity Manufactured in each country and
                  (ii) 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 period when the payment,
                  if
                  any, accrued.

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      


      
        	 	
                3.9.1

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

              


      

       

      
        	 	
                3.9.2

              	
                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.

              


      

       

      
        	
                3.10

              	
                Audits.

              


      

       

      
        	 	
                3.10.1

              	
                Books
                  and Records. Licensee
                  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.

              


      

       

      
        	 	
                3.10.2

              	
                Audit
                  Rights. The
                  Licensing Administrator shall have the right to audit or have audited
                  the
                  books and records of Licensee relating to payments hereunder for
                  the sole
                  purpose of verifying the amounts due and payable hereunder, not
                  more than
                  once per calendar year upon reasonable notice to the Licensee.
                  All such
                  audits shall be conducted during reasonable business hours of the
                  Licensee.

              


      

       

      
        	 	
                3.10.2.1

              	
                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.

              


      

       

      
        	 	
                3.10.2.2

              	
                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.

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                3.10.2.3

              	
                The
                  cost of an audit in accordance with Paragraph 3.10.2 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 or
                  underpayment which in the aggregate is greater than five percent
                  (5%) of
                  the amount actually due for the period being
                  audited.

              


      

       

      
        	 	
                3.10.2.4

              	
                Licensee
                  shall pay any shortfalls uncovered in accordance with Paragraph
                  3.10 of
                  this Agreement, plus interest as set forth in Section 3.7 herein,
                  within
                  thirty (30) Days after receiving notice from the Licensing Administrator
                  of such shortfall.

              


      

       

      4.0 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.

              


      

       

      
        	 	
                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 if 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 the 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.

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                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.

              


      

       

      
        	 	
                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 consultant; of the Licensing
                  Administrator who have a need to know Confidential
                  Information.

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      


      
        	 	
                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.

              


      

       

      
        	
                6.

              	
                TERM
                  AND TERMINATION

              


      

       

      
        	 	
                6.1

              	
                Term
                  and Certain Royalty Rates on Renewal.
                  This Agreement shall expire on December 1, 2010. 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 license
                  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 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 than 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:

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                6.2.1.

              	
                Failure
                  of the Licensee to make payments and provide statements in accordance
                  with
                  Sections 3.2, 3.3 and 3.9 of this
                  Agreement;

              


      

       

      
        	 	
                6.2.2

              	
                Failure
                  of the Licensee to maintain adequate books and records in accordance
                  with
                  Paragraph 3.10.1 of this Agreement or to permit an audit in, accordance
                  with Paragraph 3.10.2 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.

              


      

       

      
        	 	
                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
                  Termination. 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.

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                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.

              


      

       

      
        	 	
                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 3.4
                  hereof;

              


      

       

      
        	 	
                6.6.2

              	
                The
                  obligation of Licensee to provide statements under Section 3.9
                  of this
                  Agreement; and

              


      

       

      
        	 	
                6.6.3

              	
                The
                  obligation of the Licensing Administrator to grant 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
                  Limit 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.

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      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, overnight delivery
                  by
                  commercial or other service which can verify delivery, fax to the
                  number
                  indicated herein, or by e-mail to the address indicated herein.
                  Such
                  notice so sent shall be effective as of the date it is sent.
                  Notwithstanding anything to the contrary herein, amendments to
                  Attachment
                  1 hereto, if any, shall be effective upon the posting, of the new
                  Attachment 1 on the website of the Licensing Administrator and
                  such
                  posting shall constitute notice pursuant to this
                  Section.

              


      

       

      
        	 	
                7.2.2

              	
                All
                  notices from the Licensing Administrator to Licensee shall be sent
                  to:

              


      

       

      
        	 	
                Name:

              	
                Hanita
                  Rosenthal

              
	 	
                Title:

              	
                Marketing
                  Communications Manager

              
	 	
                Company:

              	
                Scopus
                  Network Technologies Ltd.

              
	 	
                Address:

              	
                10
                  Ha’amal Street, Park Afek, Rosh Ha’ayin, 48092 Israel

              
	 	 	 
	 	
                Tel:

              	
                011-972-3-9007764

              
	 	
                Fax:

              	
                011-972-3-9007766

              
	 	
                E-mail:

              	
                hanita@scopus.co.il

              
	 	 	 
	 	
                CC:

              	 
	 	 	 
	 	
                Name:

              	Ayala
                Vidan-Aronowitz
	 	
                Title:

              	
                Controller

              
	 	
                Company:

              	
                Scopus
                  Network Technologies Ltd.

              
	 	
                Address:

              	
                10
                  Ha’amal Street, Park Afek, 

                Rosh
                  Ha’ayin, 48092 Israel

              
	 	 	 
	 	
                Tel:

              	
                011-972-3-9007816

              
	 	
                Fax:

              	
                011-972-3-9007888

              
	 	
                E-mail:

              	
                ayaly_v@scopus.co.il

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

      


      
        	 	
                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

      Email:
        bfuta@mpegla.com

      Website:
        www.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
                  for
                  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
                  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
                  MPEG2
                  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 MPEG2 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.

              


      

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                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.

              


      

       

      
        	 	
                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).

              


      

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      


      
        	 	
                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.

              


      

       

      
        	 	
                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.

              


      

       


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                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.

              


      

       

      
        	 	
                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.

              


      


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      


      
        	 	
                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.l
                  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 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. “ANY USE OF THIS PRODUCT OTHER THAN CONSUMER PERSONAL USE
                  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, L.L.C., 250 STEELE STREET, SUITE 300, DENVER,
                  COLORADO 80206.”

              


      

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      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 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.

              


      

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
            MPEG-2
              PATENT PORTFOLIO

            LICENSE
              (cont’d.)

          

        

      

       

      
        	 	
                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.

              


      

       

      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.

       

      
        	 	 	 
	 	
                (Licensee)

                Scopus
                  Network Technologies, Ltd.

              
	 
 	 
 	 
 
	Date: _______________	By:  	/s/ Ovadia
                Cohen
	 	
                
Ovadia
                Cohen
	 	 


      

       

      
        	 	MPEG
                LA, L.L.C.
	
              	 	 
	Date: _______________	By:  	/s/ 
	 	
                

                Baryn
                  S. Futa,

                Manager
                  and CEO

              
	 


      

    

    
      


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Page
                    1 of 14

                	
                  MPEG-2
                    Attachment 1

                	
                  October
                    1, 2001

                


        

        


        CANON
          INC.

        US
          4,982,270

        JP
          2,674,059

        


        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 

        Fl
          86241

        FR-2599577

        GB
          0248711 

        IT
          0248711 

        SE
          0248711 

        


        FUJITSU

        US
          5,235,618 

        CA
          2,029,320 

        DE
          69030056.5 

        FR
          0431319 

        GB
          0431319 

        JP
          2,787,599


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Page
                    2 of 14

                	
                  MPEG-2
                    Attachment 1

                	
                  October
                    1, 2001

                


        

        


        GE
          TECHNOLOGY DEVELOPMENT, INC.

        


        US
          4,706,260

        


        US
          4,813,056

        DE
          3855203 T2

        FR
          0395709

        GB
          0395709

        HK
          1,004,307

        JP
          2,790,509

        SG
          63561

        


        US
          5,426,464

        


        US
          5,486,864

        CN
          94105749

        DE
          69421444

        ES
          2,140,477

        FR
          0624983

        GB
          0624983

        IT 0624983

        KR
          291492

        MX
          188411

        RU
          2,115,261 0

        TR
          28291

        TW
          NI-092150


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Page
                    3 of 14

                	
                  MPEG-2
                    Attachment 1

                	
                  October
                    1, 2001

                


        

        


        


        US
          5,491,516 

        AT
          167015

        BR
          PI
          9405710-9 

        DE
          69410781.6 

        ES
          2,117,252 

        FR
          0679316 

        GB
          0679316 

        IN
          183230


        1T
          50123
BE
          98


        KR
          282981


        MX
          187475


        MY
          109889-A

        PT
          0679316 

        RU
          2,115,458 

        SE
          0679316 

        TR
          27398


        TW
          NI-66422 

        VN
          526


        .

        


        US
          5,600,376 

        IN
          181018

        


        US
          5,796,743

        KR
          283710


        MX
          201309

        MY
          112121


        TW
          NI-070615

        


        GENERAL
          INSTRUMENT CORPORATION

        US
          4,394,774†

        


        US
          4,698,672

        


        US
          5,068,724

        AU
          627421-B2

        NO
          179890-C

        TW
          NI-52990

        


        ________________________

        †
          Expired
          December 15,1998


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Page
                    4 of 14

                	
                  MPEG-2
                    Attachment 1

                	
                  October
                    1, 2001

                


        

        


        US
          5,091,782 

        AT
          139402-TI

        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

        
          
            	 	 	 
	 	
                     HITACHI,
                      LTD.

                  	 
	US 5,093,720 	
                  	 
	 	 	 
	 	
                     KDDI
                      CORPORATION

                  	 
	JP 2,666,793 	
                  	 
	 	 	 
	 	
                     MATSUSHITA

                  	 
	JP 1,835,550	
                  	 


          

        

        US
          Re
          35;910 

        AU
          612543-B2 

        CA
          2,016,523-C

        CH
          0397402 

        DE
          69027710 

        ES
          2091790 

        FR
          0397402 

        GB
          0397402

        IT
          0397402

        JP
          1,949,701 

        JP
          2,695,244

        KR
          63,471

        NL
          0397402

        SE
          0397402


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Page
                    5 of 14

                	
                  MPEG-2
                    Attachment 1

                	
                  October
                    1, 2001

                


        

        


        


        US
          5,223,949 

        


        US
          Re
          36,015

        


        US
          Re
          36,507

        


        US
          5,412,430 

        FR
          0526163

        GB
          0526163 

        JP
          2,699,703 

        NL
          0526163

        


        US
          5,184,107 

        JP
          2,684,941

        


        JP
          2,524,044 

        


        JP
          2,794,899 

        


        JP
          2,828,095

        


        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


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Page
                    6 of 14

                	
                  MPEG-2
                    Attachment 1

                	
                  October
                    1, 2001

                


        

        


        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 

        KR
          77,808


        NL
          0414193 

        NO
          306749


        SE
          0414193 

        SG
          45452

        


        US
          5,949,489 

        CA
          2,234,391 

        JP
          2,924,431 

        JP
          3,127,956

        


        US
          5,963,258

        CA
          2,234,387

        SG
          65597

        


        US
          5,970,175

        


        US
          5,990,960

        


        US
          6,002,439

        


        US
          6,097,759 

        CA
          2,327,489 

        


        US
          6,188,794 

        


        JP
          1,869,940 

        


        JP
          2,510,456

        


        JP
          2,577,745

        


        JP
          2,814,819


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Page
                    7 of 14

                	
                  MPEG-2
                    Attachment 1

                	
                  October
                    1, 2001

                


        

        


        JP
          2,924,430

        CA
          2,065,803

        NO
          307200

        SG
          64870

        


        JP
          3,019,827

        


        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
          1011459B

        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

        '


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Page
                    8 of 14

                	
                  MPEG-2
                    Attachment 1

                	
                  October
                    1, 2001

                


        

        


        US
          5,021,879 

        DE
          3855114-B

        FR
          0290085-13 

        GB
          0290085-B

        JP
          2,630,809-B

        


        US
          5,027,206

        AT
          E
          131335

        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

        JP
          2,961,131

        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


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Page
                    9 of 14

                	
                  MPEG-2
                    Attachment 1

                	
                  October
                    1, 2001

                


        

        


        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

        KR
          239837

        NL
          0460751-B

        SE
          0460751-B

        


        US
          5,608,697

        


        US
          5,699,476 

        AU
          641726


        DE
          69109346.6

        DK
          0443616

        FI
          101442

        FR
          0443676

        GB
          0443676

        HK
          96-615

        IT
          0443676 

        NL
          0443676

        SE
          0443676

        SG
          9690467.7

        


        US
          5,740,310

        


        US
          5,844,867

        SAMSUNG
          ELECTRONICS CO., LTD.

        


        US
          5,461,421

        JP
          3,159,853

        KR
          0166722

        


        US
          5,467,086

        JP
          2,665,127

        KR
          166716


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Page
                    10 of 14

                	
                  MPEG-2
                    Attachment 1

                	
                  October
                    1, 2001

                


        

        


        US
          5,654,706 

        DE
          69321781

        FR
          0580454 

        GB
          0580454 

        HK
          1008711

        KR
          95,631


        


        KR
          132895


        


        SANYO
          ELECTRIC CO., LTD.

        JP
          2,812,446

        


        SCIENTIFIC
          ATLANTA

        US
          5,419,782 

        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


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Page
                    11 of 14

                	
                  MPEG-2
                    Attachment 1

                	
                  October
                    1, 2001

                


        

        


        SONY

        US
          4,864,393 

        DE
          3854171-T2 

        GB
          2205110-B2

        


        US
          5,191,436 

        DE
          69127224 

        FR
          0456433 

        GB
          0456433

        HK
          1,014,415 

        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

        CN
          45,549


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Page
                    12 of 14

                	
                  MPEG-2
                    Attachment 1

                	
                  October
                    1, 2001

                


        

        


        US
          5,481,553 

        AU
          673244-B2 

        BR
          9404321-1 

        EG
          20330


        HK
          1,013,575 

        HU
          217744


        IL
          108787


        KR
          287490


        MX
          197,778 

        MY
          110794


        NZ
          261907-B

        PL
          173287

        RU
          2,119,727 

        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

        IT
          0598904

        


        US
          5,543,847

        


        US
          5,559,557

        AU
          669209-B2 

        CN
          58,202


        HK
          1,013,573

        


        US
          5,663,763 

        AU
          667970

        CN
          56,083


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Page
                    13 of 14

                	
                  MPEG-2
                    Attachment 1

                	
                  October
                    1, 2001

                


        

        


        US
          5,666,461

        AU
          670288

        CN
          55,336

        MY
          109,945

        TW
          70,497

        


        US
          5,701,164

        


        US
          5,946,042

        


        US
          5,982,437

        


        US
          6,040,863

        


        US
          6,160,849

        


        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


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Page
                    14 of 14

                	
                  MPEG-2
                    Attachment 1

                	
                  October
                    1, 2001

                


        

        


        VICTOR
          COMPANY OF JAPAN, LIMITED (JVC)

        US
          Re
          34,965 

        DE
          69024235 

        DE
          69030819

        FR
          0379217-B

        FR
          0572046-B

        GB
          0379217-B

        GB
          0572046-B

        JP
          2,072,546

        JP
          2,530,217

        


        US
          Re
          35,158 

        DE
          69031045 

        FR
          0584840-B

        GB
          0584840-B

        JP
          2,137,325 

        NL
          0584840-B

        


        US
          5,175,618 

        DE
          69123705 

        DE
          69131257 

        FR
          0484140-B

        FR
          0683615 

        GB
          0484140-B

        GB
          0683615 

        JP
          2,830,881 

        JP
          2,921,755 

        KR
          94554

        


        US
          Re
          36,822 

        JP
          2,962,012


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Page
                    1 of 1

                	 	
                  October
                    1, 2001

                


        

        


        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