MACROVISION CORP
MATERIAL CONTRACT
<DOCUMENT>
<TYPE>EX-10.43
<SEQUENCE>3
<FILENAME>ex10-43.txt
<DESCRIPTION>MATERIAL CONTRACT
<TEXT>
                                                                   Exhibit 10.43

[** Confidential treatment has been requested for certain provisions of this
document, which information has been separately filed with the Commission and
the appropriate Section marked with a [*].]

August 9, 2002

Mr. Dan Stickel
[*]
[*]

Dear Dan,

I am pleased to present this offer for the position of Senior VP/General Manager
(Enterprise Software Division) at Macrovision Corporation, reporting to me. Your
compensation will consist of a base salary of $9,166.67 paid semi-monthly,
totaling $220,000 annually. You will also be eligible to participate in our EIP
(Executive Incentive Plan) for the 2002 calendar year on a prorated basis. A
copy of the EIP is attached. This position is based solely in the office located
at 2830 De La Cruz Blvd in Santa Clara, CA and does not involve telecommuting.

Additionally, you will receive a 150,000 share stock option grant, which needs
to be approved by the Board of Directors. The price per share will be set at the
closing market price of Macrovision Corporation stock (NASDAQ: MVSN) on your
first day of employment. These options will vest in accordance with the terms
and conditions of the Macrovision Corporation 1996 Equity Incentive Plan as
follows: 1/6 of total option grant at one year from date of grant, 1/36 of total
option grant per month for the next twelve months and 1/24 of total option grant
per month for the final twelve months.

As a Macrovision employee, you will receive our standard benefits including
Flexible Time Off (FTO), Paid Holidays, Medical, Dental, Life, Accidental Death
and Dismemberment, Long-term and Short-term Disability coverage, and enrollment
into our Employee Stock Purchase Plan (ESPP), Medical Spending and 401(k) Plans.
A description of our benefits is attached. Additionally, you salary, along with
your performance, will be reviewed in one year from your date of hire (your
anniversary date). These, and other matters, will be fully explained to you
during your orientation; however, feel free to contact me or George Greeley, our
Director of HR, with any questions prior to that time.

In compliance with the Immigration Reform and Control Act of 1986, we are
responsible for verifying employment eligibility of all new employees. If you
choose to accept our offer, please bring with you on your first day documents
that show both proof of your identity and your eligibility to work (i.e. state
issued driver's license, U.S. passport, social security card, birth certificate,
etc.). In addition, in order to verify your recent salary and compensation, you
are asked to bring your W-2 forms (or other evidence of your work-related
compensation) for the last three years 1999, 2000, and 2001. Our salary offer is
in large part based on your previous salary levels. This offer of employment is
contingent upon your providing the appropriate identification and salary history
information.

As Macrovision's relationships with employees is at-will, either you or
Macrovision may terminate the employee relationship at any time for any reason,
with or without notice. Also, any dispute arising out of or relating to your
employment with Macrovision, including, but not limited to, the manner in which
that employment is terminated, or any claims that Macrovision has violated any
state or federal civil rights laws shall be submitted to binding arbitration
under the administration of the American Arbitration Association.

It is understood that with respect to the at-will employment relationship and
the binding arbitration provision stated above, that this constitutes the full,
complete and final expression of the agreement with Macrovision, and that it may
not be modified, altered or amended, either expressly or impliedly, unless in
writing signed by the CEO of Macrovision.


                                       32
<PAGE>

As is standard for our senior executives, you will be offered an Executive
Severance and Employment Agreement after completing 12 months of service. The
intent of such agreement is to protect you and provide accelerated stock option
vesting and a minimum of 6-months' severance pay should a `change in control' of
the Company occur and should you lose your job or have your job materially
diminished in title, job function, or salary as a result.

As a matter of policy, we like to make it clear that if a prospective employee
accepts our offer, he/she should not bring to Macrovision from his or her
previous employers any drawings, documents, customer lists, or similar material.
Although this caution is in most cases unnecessary, we feel that it is important
to emphasize that the Macrovision policy prohibits the transfer or use of such
material from other employers. Additionally, as a condition of employment, all
employees must sign a Proprietary Information and Inventions Agreement, as well
as our Securities Trading Policy, both of which are attached.

If the foregoing meets with your approval, please indicate by signing below and
returning a copy of this letter and the enclosed forms to me.

Dan, we look forward to your joining Macrovision and being a key contributor to
helping us define the strategy, execute the Plan, and manage the transition from
a $100M enterprise to a [*]enterprise with an annual growth rate in excess of
[*] per year.

Sincerely,

William A. Krepick
President/CEO

Attach:  2002 EIP
         Benefits Summary
         Proprietary Information and Inventions Agreement
         Securities Trading Policy


Agreed & Accepted: /s/ Dan Stickel                                  8/26/02
                  --------------------------------             -----------------

          8/26/02
-----------------------------------
Expected Start Date

</TEXT>
</DOCUMENT>
