Letter Agreement - Macrovision Corp. and TTR Technologies Inc.

[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS 
DOCUMENT]

                                LETTER AGREEMENT
                                  CONFIDENTIAL



         This Letter Agreement, effective as of November 24, 1999 (the 
'Effective Date') sets forth the essential elements of an agreement between 
Macrovision Corporation, Delaware corporation having its principal place of 
business at 1341 Orleans Drive, Sunnyvale, California 94089, USA, facsimile 
number +1 408 743-8610 together with its subsidiary C-Dilla, Ltd., with 
offices at Woodley House, Crockhamwell Road, Woodley, Reading, Berkshire, RG5 
3JP, United Kingdom, facsimile number +44 118 969 1161, on the one part 
(collectively 'Macrovision'), and, on the other part, TTR Technologies, Inc. 
a Delaware corporation having its principal place of business at 1841 
Broadway, New York, NY 10023 and an operating subsidiary TTR Technologies, 
Ltd. with offices at 2 Hanagar Street, Kfar-Saba, 44425, Israel, facsimile 
number 011-972-9-766-2394 ('collectively TTR'), related to (i) Macrovision's 
intent to make a US$4 Million equity investment in TTR, (ii) the parties' 
intent for Macrovision to market under exclusive license certain music CD 
Copy Protection Technology to be jointly developed by TTR and Macrovision, 
and (iii) TTR's intent to exclusively license the CD-Technology (as defined 
in Section 11 below) to Macrovision.

1.       MUSIC CD COPY PROTECTION PROJECT DESCRIPTION

TTR and Macrovision agree to jointly develop and market music copy protection 
technology for optical media, including but not limited to copy protection 
for CDs and DVDs (the 'Technology') throughout the term of this Letter 
Agreement. The Technology shall include, but not be limited to, a process 
specification, LBR encoder modules, manufacturing test modules, and quality 
control modules. The parties intend that the Technology meet the following 
functional requirements:

         a.    The quality of the protected disk, when played on [*] of the
               worldwide installed base of CD players (red book and yellow
               book, including but not limited to portable players with
               anti-shock capability), shall match the quality of the
               original unprotected disk [*].

         b.    The protected disk, when played on [*] of the installed base
               of CD players (red book and yellow book, including but not
               limited to portable players with anti-shock capability), [*]


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               and otherwise perform in the same manner as the original 
               unprotected disk.

         c.    Copies of protected disks sourced from at least [*]
               of the worldwide installed base of CD-Readers as described in
               subsection (d) below shall be degraded, such that the
               commercial entertainment value of the music has been
               eliminated, when played on the worldwide installed base of CD
               players (red book and yellow book, including but not limited
               to portable players with anti-shock capability) and mini-disc
               players.

         d.    The tracks recorded on a protected disc shall not be
               transferrable (directly or indirectly, except if the
               commercial value of the music is eliminated during the
               transfer through the CD Reader - PC Data Interface) from at
               least [*] of the worldwide installed base of CD-Readers onto
               the hard-drive of a PC using file formats such as .WAV or
               .BIN, including but not limited to by using software programs
               such as Goldenhawk CDRWin, Adaptec Easy CD Creator, and Nero.

2.       PROJECT RESPONSIBILITIES OF TTR

TTR shall develop a complete product specification as well as a completed 
product suitable for Commercial Launch (as defined below), including 
completely functional LBR encoder modules for the DCA, Eclipse, and 
Mediamorphics mastering systems. The parties intend that three LBR encoder 
modules shall be developed no later than [*], one being for the 
Doug Carson Associates mastering system, one being for the Eclipse 
Corporation mastering system, and one being for the Mediamorphics mastering 
system. TTR shall also perform all ongoing technology development, 
enhancement, and 2nd level technical support activities.

3.       PROJECT RESPONSIBILITIES OF MACROVISION

Macrovision shall perform all sales, marketing, installation, and replicator 
liaison, and first level technical support activities. Macrovision shall have 
the option in its sole discretion, in coordination with TTR, to contribute to 
the development of LBR encoder modules and to perform ongoing technology 
development and enhancements.

4.       TECHNOLOGY DEVELOPMENT AND PROJECT MANAGEMENT

TTR agrees to assign a sufficient number of technical personnel for a [*]
year period beginning on the Effective Date of this Letter Agreement, to 
develop, enhance, and maintain the Technology. During the period beginning on 
the Effective Date and ending three months following the date on which the 
'Commercial Launch' (as such term is defined in Section 7 below) has 
occurred, TTR agrees to cause [*] to be 
assigned on a full time basis to develop, enhance, and maintain the


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Technology and to perform such activities on a three quarter time (i.e., 
three weeks out of every four) basis at Macrovision's C-Dilla offices located 
in Woodley, UK. TTR shall pay all travel and lodging expenses related to [*] 
work in the UK during this period. Macrovision agrees to designate at least 
one technical liaison to interact with [*] and the other TTR personnel who 
are involved with the Technology. At Macrovision's option, up to three 
project status meetings may be held at Macrovision's Sunnyvale, California 
office, and in each such case TTR agrees to cause [*] to attend, and 
Macrovision agrees to reimburse TTR for the reasonable travel (coach class 
airfare) and lodging costs of [*] related to each such meeting. Telephone 
conference calls will also be held weekly at mutually agreed upon times.

TTR also agrees to, upon request from Macrovision, cause [*] to be present at 
TTR's expense (except as described below) at Macrovision's Sunnyvale, CA USA 
location, or at any other location in the USA, England (except for Woodley, 
UK where [*] will be working on a three quarter time basis as described 
above) or Western Europe as requested by Macrovision for up to one week per 
month beginning on the Effective Date and ending three months following the 
date on which the 'Commercial Launch' (as such term is defined in Section 7 
below) has occurred. Macrovision agrees to reimburse TTR for the reasonable 
travel (coach class airfare) and lodging costs of [*] or other TTR personnel 
if they are requested by Macrovision to travel to the USA.

All engineers and other staff which may be assigned by TTR or Macrovision to 
develop the Technology shall at all times be employees of TTR or Macrovision, 
respectively. TTR and Macrovision may, at their option, individually employ 
the services of contractors or consultants to assist in the development of 
the Technology so long as such contractors or consultants are bound by 
appropriate confidentiality agreements and have agreed to assign all right, 
title and interest to their work product to TTR or Macrovision as 
appropriate. TTR or Macrovision, as appropriate, shall be financially 
responsible for the salaries, benefits, expenses, and equipment required by 
their respective engineers, contractors, consultants, and other staff.

5.       OWNERSHIP OF THE TECHNOLOGY

TM and Macrovision shall each individually own all right title and interest 
to those portions of the Technology which can be shown to have been developed 
independently by them. In addition, Macrovision acknowledges TTR's ownership 
of the intellectual property comprising the CD-Technology, as defined in 
Section 11 below. All other portions of the Technology shall be owned jointly 
by TTR and Macrovision ('Jointly Owned Technology'). Each party agrees to 
file and prosecute, and shall bear the expense of filing and prosecuting, at 
least in the United States of America, Canada, Mexico, United Kingdom, 
France, Benelux, Scandinavia, Germany, Spain, Italy, Korea


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and Japan, any patents on those portions of the Technology it owns as of the 
Effective Date or which it independently develops subsequent to the Effective 
Date and which are commercially important to protecting the intellectual 
property rights underlying the Technology.

Except as prohibited by law, the parties shall jointly file, with respect to 
Jointly Owned Technology, such patent and copyright applications and 
amendments thereof as the parties agree are useful to protect their joint 
interests in the Technology, and shall thereafter use commercially reasonable 
diligence to prosecute and maintain in force such applications and any 
resultant patents and copyrights. The costs and expenses (including 
attorneys' fees) incurred in the filing, prosecution and maintenance of such 
patents and copyrights shall be shared equally by the parties. As an 
additional right, either party, at its own expense, may file patent and 
copyright applications covering the Technology in those countries where the 
parties do not mutually agree to file such applications. All patent and 
copyright applications for Jointly Owned Technology developed under this 
Letter Agreement shall be filed in the name of both parties.

6.       LICENSE GRANT

Subject to the terms of this Letter Agreement, TTR grants to Macrovision, 
during the full term of this Letter Agreement, an exclusive, worldwide, 
royalty-bearing license, within the Field of Use (as defined below), 
including the right to sublicense, to use all patent rights, software 
algorithms, encoder modules, applicable trademarks and tradenames including 
but not limited to MusicGuard, and other intellectual property owned by or 
licensed to TTR, or developed by TTR, which is required to develop and 
generate commercial benefit from the Technology. 'Field of Use' shall mean 
music (including music video) copy protection for optical media, including 
but not limited to copy protection for CDs and DVDs, and for internet digital 
rights management for music applications.

TTR will ensure, no less frequently than monthly, that Macrovision has a full 
copy of the latest version of the Technology (including copies of all 
pertinent notes, plans, diagrams, schematics, source code, object code and 
technical specifications), it being understood that the intent of the parties 
herein is to provide for Macrovision to be able to fully utilize the 
Technology in the event of a dissolution or corporate reorganization of TTR 
and/or in the event that [*] ceases to be in the employ of TTR.

7.       LICENSE FEES

Except as provided below in this Section 7 Macrovision agrees to pay to TTR 
thirty percent (30%) of the Net Revenues received by Macrovision from 
customers, distributors, OEM partners, or other sublicensees of the 
Technology. For purposes of this Letter Agreement, 'Net Revenues' shall mean 
gross revenues reduced by returns,

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distributor discounts, and rebates, but not reduced by cost of goods sold. In 
the event that the 'Commercial Launch' as defined herein has not been 
achieved on or before [*], then, beginning [*] and for the remaining term of 
this Letter Agreement, the percentage payable by Macrovision to TTR as 
described above shall be reduced to twenty five percent (25%) of Net 
Revenues. For purposes of this Letter Agreement, 'Commercial Launch' shall 
mean the date by which the first of the following two events have occurred: 
(i) [*] of the [*] major music labels [*] have each manufactured at least [*] 
Music CDs which have been copy protected using the Technology, or (ii) [*] of 
the [*] major music labels [*] has manufactured at least [*] Music CDs which 
have been copy protected using the Technology and an aggregate total of [*] 
Music CDs (including Music CDs manufactured by such major music label) have 
been manufactured. Macrovision intends to license the Technology as a 
separate product or service, however, TTR agrees to negotiate with 
Macrovision in good faith the allocation of revenue to the Technology in the 
event Macrovision desires to license the Technology as a portion of another 
product or service it offers to its customers, distributors, OEM partners, or 
sublicensees. Macrovision agrees that it shall not license the Technology as 
a portion of another product or service until the allocation of revenue to 
the Technology has been mutually agreed by Macrovision and TTR

Macrovision agrees to provide reports to TTR on a quarterly basis (for 
quarters ending March 31, June 30, September 30, and December 31 each year 
during the term of this Letter Agreement) which indicate the total number of 
Music CDs manufactured to which Macrovision is aware that the Technology has 
been applied, each such report shall be delivered to TTR within 45 days 
following the end of each such calendar quarter. The first such report shall 
be delivered to TTR within 45 days following the end of the calendar quarter 
in which the Commercial Launch has occurred. Macrovision agrees to pay to TTR 
its share of Net Revenues from the Technology based upon actual cash receipts 
received. Such payments shall be made to TTR on the last day of each calendar 
month during the Term of this Letter Agreement with respect to cash receipts 
received in the immediately preceding month.

8.        MINIMUM FEES

In consideration for the exclusive license granted to Macrovision by TTR 
hereunder, Macrovision shall pay to TTR, beginning twelve months following 
the Commercial Launch of the Technology, a minimum annual guaranteed royalty 
advance, recoupable against royalties actually earned by TTR as its share of 
Net Revenues generated from the Technology, of [*], such annual guaranteed 
royalty to be [*] in each ensuing year; i.e. [*] in the second year following 
commercial launch,

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[*] in the third year, and [*] in the fourth year. In the fifth through ninth 
years following Commercial Launch, such minimum guaranteed royalty would be 
[*]. Failure to make any of these payments when due shall cause Macrovision's 
exclusive license hereunder to revert to nonexclusive status. The initial [*] 
minimum annual guaranteed royalty advance shall be paid by Macrovision to TTR 
in one lump sum when due. Minimum annual guaranteed royalty advances for the 
ensuing years shall be paid by Macrovision to TTR in [*] installments, the 
first such installment of which shall be paid on the annual anniversary of 
the Commercial Launch of the Technology.

Notwithstanding the above, if the Commercial Launch of the Technology is 
achieved prior to [*], or if the Commercial Launch of the Technology is not 
achieved by [*], then all minimum fees described in this Section 8 shall be 
waived. In the event that the minimum fees described in this Section 8 are 
waived as described in this Section 8 and Macrovision shall not have paid to 
TTR a minimum of [*] in aggregate royalties or royalty advances, including 
royalties paid under the terms of Section 7 above, by the second annual 
anniversary following the Commercial Launch, then Macrovision's exclusive 
license hereunder shall revert to nonexclusive status.

9.       SALES, MARKETING, AND LICENSING OF THE TECHNOLOGY

Macrovision shall in its sole discretion determine the staffing and other 
resources to be allocated by Macrovision to commercializing the Technology, 
including but not limited to LBR encoder development or testing, product 
management, sales, marketing and promotion of the Technology. However, 
Macrovision agrees to allocate commercially reasonable staffing and other 
resources to commercializing the Technology consistent with Macrovision's 
good faith determination of the commercial potential of the Technology. 
Macrovision shall in its sole discretion determine the naming, branding, and 
pricing for the Technology, except that Macrovision agrees (i) to include 
mention in the text of all press releases related to the Technology that the 
Technology has been developed jointly by Macrovision and TTR, (ii) to include 
mention in the small-type copyright/trademark sections of advertising and 
related marketing collaterial materials that the Technology has been 
developed jointly by Macrovision and TTR, and (iii) not to license the 
Technology free of charge to customers, distributors, OEM partners, or other 
sublicensees other than for promotional purposes. TTR agrees that Macrovision 
shall in its sole discretion determine the degree of prominence afforded to 
the mention of TTR described in subsections (i) and (ii) of this Section 9.

10.      COOPERATIVE MARKETING AND DEVELOPMENT PAYMENTS

TTR recognizes the unique one-time costs which will be incurred by 
Macrovision to co-develop and launch the Technology into the commercial 
market and agrees to reimburse


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[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS 
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Macrovision for its staffing and other costs related to development and 
testing, product management, sales, product naming/branding, marketing, and 
promotion expenses incurred by Macrovision with respect to the Technology 
during the [*]period ending [*], up to an aggregate maximum reimbursement of 
US$1 Million. Reimbursements shall be paid by TTR to Macrovision on the last 
day of each month with respect to reimbursable expenses (including direct 
overheads related to such expenses) incurred by Macrovision in the prior 
month, based upon invoices submitted by Macrovision to TTR for each such 
prior month, until the earlier of the date on which TTR has paid to 
Macrovision [*] in aggregate reimbursements, or [*]. The first such 
reimbursement shall be paid by TTR to Macrovision on or before [*] with 
respect to reimbursable expenses incurred by Macrovision during the month of 
[*]. Notwithstanding the above, no such reimbursements shall be payable by 
TTR to Macrovision prior to the closing of Macrovision's US$4 Million 
investment in, TTR as contemplated herein.

11.      TTR'S EXISTING DISCGUARD CD-ROM SOFTWARE COPY PROTECTION TECHNOLOGY

TTR shall (i) grant to Macrovision, effective upon the closing of 
Macrovision's US$4 Million investment in TTR as contemplated herein, an 
exclusive, worldwide license, including the right to incorporate into other 
Macrovision products and the right to sublicense, to all patents, software 
algorithms, CD and DVD signatures, encoder modules, other technology, 
DiscGuard and related tradenames, and other intellectual property related to 
TTR's CD-ROM software copy protection technology ('CD Technology'), and (ii) 
deliver to Macrovision all available documentation related to the 
CD-Technology, including but not limited to the CD and DVD signature portions 
thereof. Such license shall be [*] with respect to the CD and DVD signature 
portions of the CD-Technology and shall be [*] with respect to all other 
portions of the CD-Technology, such royalty to be negotiated separately 
between the parties in the event that Macrovision desires to incorporate such 
other portions of the CD-Technology into other Macrovision products, 
including but not limited to products related to software, video, and data 
publishing copy protection or internet digital rights management TTR shall, 
within 5 business days of the closing of Macrovision's US$4 Million 
investment in TTR as contemplated herein, notify all existing CD-Technology 
customers and prospects in writing that it has made an agreement with 
Macrovision to transition all TTR CD-Technology customers and prospects to 
Macrovision's SafeDisc technology and that such a transition will be 
implemented within the next [*] days and, further, that TTR's CD-Technology 
will [*] for license following such [*] day period. TTR shall, within [*] 
business days of the closing of Macrovision's US$4 Million investment in TTR 
as contemplated herein, TTR will deliver to Macrovision all pertinent notes, 
plans, diagrams, schematics, source code, object code and technical 
specifications related to the CD and DVD signatures, it being understood

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that the intent of the parties herein is for Macrovision to be able to fully 
utilize such signatures under the royalty free license described above.

Notwithstanding the above,

         a.    Macrovision shall pay to TTR, for the [*] period beginning [*] 
               and ending [*], a royalty equal to [*] percent of the Net 
               Revenues Macrovision generates from its SafeDisc technology from
               customers, distributors, or sublicensees in the People's
               Republic of China ('PRC'), and

         b.    The rights of the existing TTR CD-Technology licensee in the
               PRC [*] shall be respected through October 15, 2001, the end of 
               the term of such license. Notwithstanding the above, TTR and 
               Macrovision will work cooperatively to transition [*] to a 
               SafeDisc license so that the CD-Technology can be withdrawn 
               from the PRC market as soon as possible.

12.      MACROVISION `S RIGHT OF FIRST REFUSAL TO OTHER TTR TECHNOLOGIES

TTR shall grant to Macrovision an exclusive right of first refusal, during 
the term of this Letter Agreement, with respect to (a) the right to purchase 
or (b) the worldwide exclusive marketing rights related to (i) the Technology 
outside of the Field of Use and (ii) any future packaged media copy 
protection or internet digital rights management technologies developed by 
TTR which are applicable to music, music video, video, software or data 
publishing products or markets. Terms and conditions related to such 
Macrovision right of first refusal shall be equivalent to the terms and 
conditions proposed to TTR by any bona fide third party, unless mutually 
agreed otherwise by Macrovision and TTR.

13.      EQUITY INVESTMENT BY MACROVISION IN TTR

Subject to (i) the satisfactory completion of Macrovision's due diligence 
review by December 31, 1999, and (ii) the approval of both parties' Boards of 
Directors, Macrovision and TTR agree as follows:

         a.    TTR shall grant to Macrovision the exclusive right, on or before
               January 15, 2000, to invest the sum of US$4 Million in the
               equity of TTR or in such other form as may be mutually
               agreeable to Macrovision and TTR to allow Macrovision to
               record the investment as an asset on Macrovision's. balance
               sheet and to use the 'cost method' of accounting for such
               investment. The valuation for such investment shall be US$35
               Million on a post money basis. Between the date of execution
               of this Letter Agreement and the date of closing for the
               contemplated US$4 Million investment, TTR agrees not to
               solicit, initiate discussions with, or engage in further


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               discussions with any other party relating to the purchase of a
               material equity interest in TTR. TTR will conduct its business
               in the usual manner and will consult with Macrovision on any
               proposed material matters which are outside of the ordinary
               course of its business. TTR shall allow Macrovision all
               reasonable access to its books and records, as well as to its
               professional advisors, for the purpose of enabling Macrovision
               to quickly and conveniently conduct the due diligence reviews
               contemplated herein.

         b.    Macrovision shall, on or before January 15, 2000
               invest the sum of US$4 Million in the equity of TTR, or in
               such other form as may be mutually agreeable to Macrovision
               and TTR, to allow Macrovision to record the investment as an
               asset on Macrovision's balance sheet and to use the 'cost
               method' of accounting for such investment. The valuation for
               such investment shall be US$35 Million on a post money basis.
               Notwithstanding the above, TTR agrees that Macrovision's
               investment in TTR shall be contingent upon receipt by
               Macrovision no later than January 10, 2000, of TTR financial
               statements in accordance with United States Generally Accepted
               Accounting Principles (Balance Sheet as of a date no earlier
               than October 31, 1999, Statements of Income, Cash Flows, and
               Stockholders' Equity or Deficit, for the year ending December
               31, 1998 and the ten months ending October 31, 1999,
               including, for each period, a full set of US GAAP-compliant
               footnotes thereon), audited by the Israeli office or affiliate
               of a 'Big 5' public accounting firm (i.e., Deloitte and
               Touche, KPMG Peat Marwick, Price WaterhouseCoopers, Arthur
               Andersen, or Ernst and Young), such audited Balance Sheet
               showing an excess of liabilities due within 18 months of the
               date of the Balance Sheet over cash and cash equivalents of no
               more than US$[*]. TTR agrees to bear all expenses
               associated with such audit.

         c.    The following additional terms shall apply to Macrovision's
               US$4 Million investment in TTR as described in this Section
               13:

              (i)   Macrovision shall have the exclusive right of first 
                    refusal, for the term of this Letter Agreement, with 
                    respect to any third party offer from a party who may 
                    propose to acquire a majority equity interest in TTR, to 
                    acquire such majority equity interest. Terms and 
                    conditions related to such Macrovision right of first 
                    refusal shall be equivalent to the terms and conditions 
                    proposed to TTR by any bona fide third party, unless 
                    mutually agreed otherwise by Macrovision and TTR. 
                    Macrovision shall also have the option, but not the 
                    obligation, to participate pro rata in any future TTR 
                    financing rounds to the extent such future financing 
                    rounds are private financings (i.e., not public offerings 
                    for which offering documents are filed with the 
                    Securities and Exchange Commission) greater than US$[*].

              (ii)  The investment shall be structured in such a way that 
                    Macrovision's outside auditors approve the 'cost method' 
                    of accounting for the investment.                         

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              (iii) The investment documents shall include covenants and 
                    other provisions which place the Technology and the 
                    CD-Technology in an escrow status acceptable to 
                    Macrovision such that Macrovision's rights in and to the 
                    Technology survive any and all forms of possible TTR 
                    corporate reorganizations or bankruptcy events, or claims 
                    on such technologies which might otherwise be senior to 
                    the claims of Macrovision and which may impair 
                    Macrovision's exclusive licenses described herein.

              (iv)  Shares in TTR represented directly or indirectly by 
                    Macrovision's $4 million investment in TTR as 
                    contemplated herein shall be registered shares subject to 
                    sale by Macrovision in a private or public market 
                    transaction beginning 60 days after the closing of such 
                    investment transaction.

              (v)   Macrovision shall be granted observer status on TTR's 
                    board of directors, such observer status to include all 
                    rights and privileges of board of directors members 
                    except for voting privileges.

              (vi)  Employment agreements for the twelve months ending 
                    December 31, 2000 reasonably satisfactory to Macrovision 
                    shall be entered into between TTR and up to four key 
                    employees of TTR, including but not limited to [*] and [*].

              (vii) Certain current TTR employees shall be terminated as 
                    mutually agreed by Macrovision and TTR.

14.      CONFIDENTIALITY

This Letter Agreement is subject to the terms of the nondisclosure agreement 
entered into by the parties on October 20, 1999. Except as provided in 
Section 15 below, the existence of this Letter Agreement and all terms and 
conditions of this Letter Agreement are confidential to TTR and Macrovision.

15.      PUBLIC ANNOUNCEMENT

TTR and Macrovision agree that at a future date it will be desirable to issue 
a mutually acceptable press release announcing the signing of this Letter 
Agreement and announcing the development of the Technology. It is anticipated 
that this public announcement will occur within 10 days following the closing 
of Macrovision's US$4 Million investment in TTR as contemplated herein.

Notwithstanding the above, Macrovision acknowledges thatTTR may be required 
to file form 8-K with the United States Securities and Exchange Commission 
and that if TTR's counsel reasonably determines that TTR is required to file, 
it shall not constitute a breach of this Letter Agreement. TTR agrees, 
however, that Macrovision shall have the option to review and comment on such 
8-K filing before it is filed, the intent being to minimize the inclusion of 
detailed items in this Letter Agreement to that information


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specifically required by law or by SEC regulations. Macrovision agrees that, 
no later than five business days following TTR's 8-K filing, Macrovision will 
issue a press release announcing the signing of this Letter Agreement and the 
development of the Technology, the content of such press release to be 
determined by Macrovision in its sole discretion. Following the issuance of 
such press release by Macrovision, Macrovision agrees that TTR may issue a 
separate press release announcing the signing of this Letter Agreement and 
the development of the Technology, the content of such press release to be 
approved prior to issuance by Macrovision, such approval not to be 
unreasonably withheld.

16.      LONG FORM AGREEMENTS

Upon execution of this Letter Agreement by both parties, Macrovision and TTR 
shall use their respective reasonable efforts to prepare and execute, on or 
before January 15, 2000, such long-form agreements and related documentation 
which incorporates the terms herein and incorporates such other terms and 
conditions as TTR and Macrovision may deem reasonable or necessary to 
accomplish the agreement set forth herein. Notwithstanding the foregoing, 
this Letter Agreement when executed by Macrovision and TTR shall represent, 
Subject to Section 20 hereof, a binding agreement between the parties which 
reflects the essential terms related to the development and marketing of the 
Technology, until such time as a long form agreement which supersedes this 
Letter Agreement has been executed by the parties.

Each party, subject to the confidentiality provisions herein, shall make 
available to the other party such financial, technological, and other 
business information that such other party may reasonably request as part of 
such other party's due diligence activities related to the preparation of 
such long form agreement.

17.      DISCLAIMER OF AGENCY

Nothing contained in this Letter Agreement is intended or will be construed 
so as to constitute the parties to this Letter Agreement as partners or as 
agents of each other. Neither party will have any express or implied right or 
authority to assume or create any obligations on behalf of or in the name of 
the other party or to bind the other party in any contract, agreement or 
undertaking with any third party.

18.      CHOICE OF LAW

This Letter Agreement will be governed by and interpreted in accordance with 
the laws of the State of California, as such laws are applied to agreements 
between California residents entered into and to be wholly performed within 
California. In any dispute, litigation, or arbitration between the parties 
arising out of or related to this Agreement, the prevailing party therein 
shall be entitled to have its reasonable and actual attorneys' fees, 
reasonable expenses, related litigation costs and costs of suit (if any) paid 
by the non-prevailing party.


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Except for claims regarding ownership or infringement of the Technology, any 
dispute between the parties arising out of, or relating to, the validity, 
construction, interpretation or performance of this Letter Agreement that 
cannot be resolved amicably shall be submitted to binding arbitration, to be 
held in San Francisco, California, USA, in accordance with the rules of the 
American Arbitration Association. Any such arbitration proceeding shall be 
conducted before an arbitration panel composed of three (3) arbitrators; each 
party shall designate one (1) arbitrator, and the two (2) arbitrators so 
designated shall designate the third arbitrator. The decision and award of 
the arbitrators shall (i) be in writing, (ii) state the reasons therefor, 
(iii) be based solely on the terms and conditions of this Agreement, as 
interpreted under the laws of the State of California, USA, and (iv) shall be 
final and binding upon the parties. The decision and award of the arbitrators 
in any such arbitration proceeding may be enforced in any court of competent 
jurisdiction. The parties to any such arbitration shall be entitled to 
conduct such discovery as they would have been entitled to conduct had the 
action been filed in the appropriate Federal or State court in San Francisco 
County, California, USA.

19.      AUDIT RIGHTS

Both parties will have the right during the term of this Letter Agreement and 
for one (1) year thereafter to have an independent 'Big 5' certified public 
accounting firm (i.e., Deloitte and Touche, Arthur Andersen, 
PriceWaterhouseCoopers, KPMG Peat Marwick, or Ernst & Young) review or audit 
the other party's relevant records for the purpose of certifying compliance 
with this Letter Agreement. All audits will be at the auditing party's 
expense and conducted during regular business hours, and begun upon at least 
one (1) month's prior written notice. Any discrepancy revealed by such audits 
will be corrected within ten (10) days of the written notice of the official 
results of the audit being delivered by the auditor.

20.      TERM AND TERMINATION

The term of this Letter Agreement shall begin on the Effective Date and end 
on December 31, 2009. Notwithstanding the above, this Letter Agreement may be 
terminated earlier:

         a.    by either party upon five days' written notice if the investment
               by Macrovision in TTR as contemplated herein is not closed
               (i.e., funded) for any reason whatsoever by January 31, 2000;
               or


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         b.    by either party upon thirty days written notice to the other
               if the other party materially breaches this Letter Agreement
               and such material breach is not cured within ninety days of
               notice to cure such breach.

Notwithstanding anything to the contrary in this Letter Agreement, if this 
Letter Agreement is terminated by TTR in accordance with Section 20 (a) 
above, then each party shall immediately return to the other party all 
technology and related materials of such other party and neither party shall 
have any liability whatsoever to the other party, except with respect to 
claim related to infringement of intellectual property rights.

21.      EXPENSES

The parties shall each bear their own legal expenses and the expenses of 
their professional advisors, including any brokerage fees, with respect to 
the transactions contemplated herein.

22.      ACCEPTANCE AND AGREEMENT

This Letter Agreement is accepted and agreed on behalf of Macrovision and TTR 
by the signatures of their authorized representatives named below. This 
Letter Agreement shall not be binding until executed by both Macrovision and 
TTR. The parties agree that this Letter Agreement may be executed via 
exchange of signed facsimile copies.

MACROVISION CORPORATION                      TTR TECHNOLOGIES, INC.


/s/ William Krepick                          /s/ Mark Tockayer  Nov. 24, 1999
-----------------------------               ---------------------------------
Signature/Date                              Signature/Date

William Krepick                             Mark Tockayer
-----------------------------               ---------------------------------
Printed Name                                Printed Name

President/CEP                               Chairman
-----------------------------               ---------------------------------
Title                                       Title




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