OFFER OF EMPLOYMENT

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                                                                    EXHIBIT 10.1

[LOGO] ma(c)rovision                                     Macrovision Corporation

                                                           2830 De La Cruz Blvd.

                                                           Santa Clara, CA 95050

                                                            (408) 562-8400  Main

                                                             (408) 567-1800  Fax

                                                             www.macrovision.com

July 22, 2005

Mr. James Budge

[Address]

[Address]

Dear James,

I am pleased to offer you the position of Executive Vice President and Chief

Financial Officer at Macrovision Corporation (the "Company"), reporting to me.

This job location is based in our offices located at 2830 De La Cruz Blvd. in

Santa Clara and does not involve telecommuting. In your role you will be

responsible for all worldwide finance functions.

Your compensation will consist of base salary of $275,000 annually. You will

also be eligible to participate in our EIP (Executive Incentive Plan). For 2005,

the EIP will provide you a payout at 100% achievement of targets equal to 50% of

the prorated portion of your base salary earned during 2005, of which eighty

percent (80%) payment for 2005 shall be guaranteed. For 2006 and subsequent

years, the EIP bonus payout is based 50% on the Company meeting both its revenue

plan and EBIT plan and 50% on your achievement of specific individual objectives

that you and I will develop together, with the bonus payout at 100% achievement