Exhibit 10.45

THIS STOCK PURCHASE AGREEMENT, effective as of January 10, 2000, is by and
between TTR TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and
MACROVISION CORPORATION, a Delaware corporation (the "Investor").

      THE PARTIES HEREBY AGREE AS FOLLOWS:

      1.    PURCHASE AND SALE OF STOCK

            1.1 Sale and Issuance of Common Stock. Subject to the terms and
            conditions of this Agreement, the Investor agrees to purchase at the
            Closing and the Company agrees to sell and issue to the Investor at
            the Closing, one million, eight hundred eighty thousand, nine
            hundred thirty- seven shares (1,880,937) of the Company's Common
            Stock $0.001 par value (the "Shares"). The purchase price for the
            Shares (subject to adjustment as provided in section 4.8 hereof)
            shall be Two Dollars and Thirteen Cents ($2.1266) per Share, or an
            aggregate purchase price of Four Million Dollars ($4,000,000) (the
            "Purchase Price"), which purchase price assumes that such Shares
            will be registered under the Securities Act within 90 days of the
            Closing and will be freely tradable as of that time by Investor,
            without regard to exemptions under the Securities Act. The per share
            Purchase Price of each Share shall be determined by dividing the
            number of shares of Common Stock outstanding immediately prior to
            the Closing, on a fully diluted basis, into $31 million. The number
            of Shares of Common Stock to be issued to Investor shall be
            determined by dividing the per share Purchase Price, determined in
            the preceding sentence, into the aggregate $4 million Purchase
            Price.

            1.2 Closing. The purchase and sale of the Common Stock shall take
            place at the offices of Manatt, Phelps & Phillips LLP, 3030 Hansen
            Way, Suite 100, Palo Alto, California (or such other location as the
            Investor may designate and the Company consents thereto), at 10:00
            A.M. on January 12, 2000, or such other time and date as the
            Investor determines that all of the conditions to the obligation of
            Investor, set forth in Section 5 hereof, have been or will be
            satisfied (the "Closing"). At the Closing, the Company shall deliver
            to the Investor a certificate representing the Shares against
            receipt by the Company from the Investor of a wire transfer in the
            amount of the Purchase Price.

      2.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

      The Company hereby represents and warrants to the Investor, except as set
      forth on a Schedule of Exceptions attached as Schedule A hereto (the
      "Schedule of Exceptions"), specifically identifying the relevant
      subparagraph hereof, which exceptions shall be deemed to be a part of the
      representations and warranties as if made hereunder (provided that such
      Schedule of Exceptions may, at the discretion of the Company, be amended
      from time to time as necessary until Closing, so

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      long as such amendments do not reflect any material change in the
      disclosure), the following:

            2.1 Organization, Good Standing and Qualification. The Company is a
            corporation duly organized, validly existing and in good standing
            under the laws of the State of Delaware and has all requisite
            corporate power and authority to carry on its business as now
            conducted and as proposed to be conducted. The Company is duly
            qualified to transact business and is in good standing in each
            jurisdiction in which the failure so to qualify would have a
            Material Adverse Effect on its business or properties.

            2.2 Capitalization and Voting Rights. Immediately prior to the
            Closing, the authorized capital of the Company will consist of:

                  (i)Capital Stock. 25,000,000 shares of common stock ("Common
                  Stock"), of which 10,602,866 are issued and outstanding and
                  5,000,000 shares of preferred stock, none of which are issued
                  and outstanding. The Company has reserved an aggregate
                  1,500,000 shares of Common Stock under its 1996 employee stock
                  option plan for purposes of (i) future grants of stock options
                  to employees, consultants and directors (hereinafter, the
                  "ESOP"), and (ii) issuance to holders of previously granted
                  stock options upon exercise of such options. Additionally, the
                  company has reserved an additional 25,000 shares of common
                  stock under its non- executive directors option plan for
                  issuance to its non-employee directors. There is no other
                  class or series of stock authorized.

                  (ii) Warrants and Options. The Company has warrants and
                  options exercisable and outstanding to purchase up to an
                  aggregate of 3,224,911 shares of Common Stock, except for
                  749,400 ESOPS currently exercisable and outstanding.

                  (iii) Other Agreements. Except as set forth in this Agreement
                  and in the Schedule of Exceptions, there are no outstanding
                  options, warrants, convertible securities, rights (including
                  conversion, right of first refusal or any preemptive rights)
                  or agreements for the purchase or acquisition from the Company
                  of any shares of its capital stock or any future issuance of
                  securities by the Company.

                  (iv) Voting Agreements. Except as set forth in this Agreement,
                  the Company has no agreement, obligation or commitment with
                  respect to the election of any individual or individuals to
                  the Board, and to the best of the Company's knowledge, there
                  is no voting agreement or other arrangement among its
                  shareholders with respect to the election of any individual or
                  individuals to the Board.


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                  (v) Common Stock Outstanding. The total number of shares of
                  the Company's Common Stock outstanding on a fully diluted
                  basis, immediately prior to the Closing, is 14,577,177 shares.

            2.3 Subsidiaries. Except for TTR Technologies, Ltd., the Company's
            wholly-owned Israeli subsidiary with offices in Kfar-Saba, Israel,
            the Company does not own or control, directly or indirectly, any
            other corporation, association, or other business entity.

            2.4 Authorization. All corporate action on the part of the Company,
            its directors and shareholders necessary for the authorization,
            execution and delivery of this Agreement, the performance of all
            obligations of the Company hereunder and the authorization, issuance
            and delivery of the Common Stock being sold hereunder has been taken
            or will be taken prior to the Closing, and this Agreement, upon due
            execution and delivery, constitutes a valid and binding obligation
            of the Company, enforceable in accordance with its terms, except (i)
            as limited by applicable bankruptcy, insolvency, reorganization,
            moratorium, and other laws of general application affecting
            enforcement of creditors' rights generally, and (ii) as limited by
            laws relating to the availability of specific performance,
            injunctive relief, or other equitable remedies.

            2.5 Valid Issuances of Common Stock. The Shares which are being
            purchased by the Investor hereunder, when issued, sold and delivered
            in accordance with the terms hereof for the consideration expressed
            herein, will be duly and validly issued, fully paid and
            nonassessable, and the Investor shall have good and marketable title
            to such Shares, free and clear of any liens, pledges, encumbrances,
            taxes, charges or restrictions of any kind (other than those created
            by or through the Investor).

            2.6 Compliance with Law and Charter Documents. The Company is not in
            violation of, or default under, any provisions of its Certificate of
            Incorporation or Bylaws, both as currently in effect. To its
            knowledge, the Company is in compliance in all material respects
            with all applicable laws, rules, regulations, judgments, decrees and
            governmental orders, except for such non-compliance that would not
            have a Material Adverse Effect on the properties, financial
            condition, operations, prospects or business of the Company. The
            Company has received no notice of any violation of such laws, rules,
            regulations, judgments, decrees or orders which has not been
            remedied prior to the date hereof or which would have a Material
            Adverse Effect on the Company. The execution, delivery and
            performance of the Agreement and the consummation of the
            transactions contemplated thereby will not result in any such
            violation or default, or be in conflict with or constitute, with or
            without the passage of time or the giving of notice or both, either
            a default under the Company's Certificate of Incorporation or
            Bylaws, both as currently in effect, or an event which results in
            the creation of any material lien, charge or encumbrance upon


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            the capital stock or any asset of the Company, or a default under
            any Material Agreement or contract by the Company, or a violation of
            any laws, rules, regulations, judgments, decrees or orders. All
            material licenses, permits, approvals, registrations,
            qualifications, certificates and other authorizations necessary for
            the conduct of the Company's business as presently conducted (the
            "Licenses") have been duly obtained and are in full force and
            effect, and there are no proceedings pending or threatened which may
            result in the revocation, cancellation, suspension or any material
            adverse modification of any of such Licenses, except for Licenses
            that, individually or in the aggregate, the Company need not hold or
            possess in order to avoid a Material Adverse Effect on the Company's
            assets, properties, financial condition, operating results or
            business. The Company believes it can obtain, without undue burden
            or expense, any similar authority for the conduct of its business in
            the future as presently conducted and proposed to be conducted.

            2.7 Compliance with Other Instruments, None Burdensome, Etc. The
            execution, delivery and performance of and compliance with this
            Agreement and the issuance and sale of the Shares will not result in
            nor constitute any breach, default or violation of (i) any
            agreement, contract, lease, license, instrument or commitment (oral
            or written) to which the Company is a party or is bound and which
            involves payment by the Company or any of its subsidiaries in excess
            of $250,000 or which is otherwise material to the business,
            properties, financial condition or results of operation of the
            Company or its subsidiaries (a "Material Agreement") or (ii) any
            law, rule, regulation, statute or order applicable to the Company,
            any of its subsidiaries or their respective properties, nor result
            in the creation of any mortgage, pledge, lien, encumbrance or charge
            upon any of the properties or assets of the Company or its
            subsidiaries.

            2.8 Government Consent, Etc. No consent, approval, order or
            authorization of, or designation, registration, declaration or
            filing with, any federal, state, local or provincial or other
            governmental authority on the part of the Company is required in
            connection with the valid execution and delivery of this Agreement
            or the consummation of the transactions contemplated herein,
            including the offer, sale or issuance of the Shares to the Investor.

            2.9 Offering. In reliance on the representations and warranties of
            Investor in Section 3, hereof, the offer, sale and issuance of the
            Shares will not, to the best knowledge of the Company, result in a
            violation of the requirements of Section 5 of the Securities Act or
            the qualification or registration requirements of the California or
            other applicable blue sky laws or foreign laws as such laws exist on
            the date hereof. 2.10 Litigation. There is no action, suit,
            proceeding or investigation pending or currently threatened against
            the Company which questions the


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            validity of this Agreement or the consummation of the transactions
            contemplated hereby or which might result, either individually or in
            the aggregate, in any Material Adverse Effects on the assets,
            financial condition, operations or business of the Company,
            financially or otherwise, or any change in the current equity
            ownership of the Company. The Company is not a party or subject to
            the provisions of any order, writ, injunction, judgment or decree of
            any court or government agency or instrumentality. There is no
            action, suit, proceeding or investigation by the Company currently
            pending or which the Company currently intends to initiate.

            2.11  Agreements; Action.

            (i) Since November 30, 1999, the Company has not (i) declared or
            paid any dividends, or authorized or made any distribution upon or
            with respect to any class or series of its capital stock, (ii)
            incurred any indebtedness for money borrowed or any other
            liabilities in excess of $250,000, (iii) made any loans or advances
            to any person, other than ordinary advances for travel expenses, or
            (iv) sold, exchanged or otherwise disposed of any of its assets or
            rights, other than the sale of its inventory in the ordinary course
            of business.

            (ii) Except as set forth in the Schedule of Exceptions, the Company
            has not engaged since November 24, 1999 in any discussion (i) with
            any representative of any corporation or corporations regarding the
            consolidation or merger of the Company with or into any such
            corporation or corporations, (ii) with any corporation, partnership,
            association or other business entity or any individual regarding the
            sale, conveyance or disposition of all or substantially all of the
            assets of the Company or a transaction or series of related
            transactions in which more than fifty (50%) of the voting ownership
            of the Company is disposed of, or (iii) regarding any other form of
            acquisition, liquidation, dissolution or winding up of the Company.

            2.12 Related Party Transactions.

                  (i) No employee, officer or director of the Company or member
                  of his or her immediate family is indebted to the Company, nor
                  is the Company indebted (or committed to make loans or extend
                  or guarantee credit) to any of them.

                  (ii) To the best of the Company's knowledge, no employee or
                  officer has any direct or indirect ownership interest in any
                  firm or corporation with which the Company is affiliated or
                  with which the Company has a business relationship, or any
                  firm or corporation that competes with the Company, except
                  that employees or officers of the Company and members of their
                  immediate families may own stock in publicly traded companies
                  that may compete with the Company. Prior to the Closing, no
                  officer, director or major


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                  shareholder or member of the immediate family of any officer,
                  director or major shareholder of the Company has a direct or
                  indirect financial interest in any material contract with the
                  Company.

            2.13 Environmental and Safety Laws. To the best of its knowledge,
            the Company is not in violation of any applicable statute, law, or
            regulation relating to the environment or occupational health and
            safety, and to the best of its knowledge, no material expenditures
            are or will be required to comply with any such existing statute,
            law, or regulation.

            2.14 Status of Proprietary Assets.

                  (i) Ownership. The Company owns, is licensed to use or
                  otherwise has the right to use all patents, trademarks,
                  service marks, trade names, copyrights and trade secrets that
                  are material or necessary for the operation of its business as
                  now conducted (the "Proprietary Assets"). The Company has not
                  received within the past 36 months preceding the date first
                  set out above any communications alleging that the Company has
                  violated or, by conducting its business, would violate any of
                  the patents, trademarks, service marks, trade names,
                  copyrights, trade secrets or other proprietary rights or
                  processes of any other person or entity. The Company has not
                  granted any license or option or entered into any agreement of
                  any kind with respect to the use of the Proprietary Assets
                  owned by it, other than licenses to and sales of its products
                  and services made in the ordinary course of its business.

                  (ii) Licenses; Other Agreements. The Company is not bound by
                  or a party to any option, license or agreement with respect to
                  any technology owned by any third party other than shrink-wrap
                  licenses entered into in the ordinary course of business
                  except as set forth on the Schedule of Exceptions. The Company
                  is not obligated to pay any royalties or other payments to
                  another person or entity with respect to the marketing, sale,
                  distribution, manufacture, license or use of any Proprietary
                  Asset or any other property or rights, except as set forth in
                  the Schedule of Exceptions.

                  (iii) No Breach by Employees. To the best of the Company's
                  knowledge, no employee of the Company is subject to any
                  judgment, decree or order of any court or administrative
                  agency, or any other restriction that would materially
                  interfere with the use of his or her best efforts to carry out
                  his or her duties for the Company or that would conflict with
                  the Company's business as currently conducted. The Company has
                  received no written notice from any former employer that any
                  employee of the Company has


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                  prior obligations to a former employer that would interfere or
                  conflict with such employee's ability to perform his or her
                  intended services for the Company. To the best of the
                  Company's knowledge and belief, no employee or advisor of the
                  Company is or is now expected to be in violation of any term
                  of any employment contract, patent disclosure agreement,
                  proprietary information and inventions agreement or any other
                  contract or agreement or any restrictive covenant or any other
                  common law obligation to a former employer relating to the
                  right of any such employee to be employed by the Company
                  because of the nature of the business conducted by the Company
                  or to the use of trade secrets or proprietary information of
                  others, and the employment of the Company's employees does not
                  subject the Company to any liability, except where such
                  liability would not have a material adverse effect. There is
                  neither pending nor, to the Company's knowledge and belief,
                  threatened any actions, suits, proceedings or claims, or to
                  its knowledge any basis therefor or threat thereof with
                  respect to any contract, agreement, covenant or obligation
                  referred to in the preceding sentence.

                  (iv) No Infringement. Within the 36 months preceding the date
                  first set out above, no claims with respect to the Proprietary
                  Assets have been communicated to the Company: (A) to the
                  effect that the manufacture, sale, license or use of any
                  Proprietary Asset as now used or offered or proposed for use
                  or sale by the Company infringes any copyright, patent, trade
                  secret or other intellectual property right of a third party,
                  or (B) challenging the ownership or validity of any of the
                  Company's rights to or interest in such Proprietary Assets.
                  The Company has received no notice to the effect that any
                  patents or registered trademarks, service marks or registered
                  copyright, held by the Company are invalid or not subsisting
                  except for failures to be valid and subsisting that would not
                  reasonably be expected to have, individually or in the
                  aggregate, a Material Adverse Effect on the Company. To the
                  best of the Company's knowledge, there has been no material
                  unauthorized use, infringement or misappropriation of any of
                  the Proprietary Assets by any third party, including any
                  employee or former employee of the Company.

            2.15 Material Agreements. The Company has not breached in any
            material respect any term or condition of (A) any Material Agreement
            or (B) any other agreement, contract, lease, license, instrument or
            commitment (oral or written) that, individually or in the aggregate,
            would have a Material Adverse Effect on the properties, financial
            condition, operating results, prospects or business of the Company.
            The Company is


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            not a party to any agreement that restricts in any material respect
            its ability to market, sell or license any of its products or
            services (whether by territorial restriction or otherwise).

            2.16 Disclosure. The Company has fully provided the Investor with
            all information which the Investor has requested for deciding
            whether to purchase the Shares and the Company is not aware of any
            material information which it has not provided to the Investor and
            which the Company believes is reasonably necessary to enable the
            Investor to decide whether to enter into the transaction
            contemplated by this Agreement. Neither this Agreement nor any other
            certificate made or delivered in connection with this Agreement and
            the transactions contemplated hereby contains any untrue statement
            of a material fact or omits to state a material fact necessary not
            to make the statements herein or therein misleading. 2.17
            Registration Rights. The Company has not granted or agreed to grant
            to any person or entity any rights (including piggyback registration
            rights) to have any securities of the Company registered with the US
            Securities and Exchange Commission ("SEC") or any other governmental
            authority.

            2.18 Tax Status. The Company has made or filed all federal, state
            and foreign income and all other tax returns, reports and
            declarations required by any jurisdiction to which it is subject and
            has paid all taxes and other governmental assessments and charges
            that are shown to be due on such returns, reports and declarations
            or otherwise due, except those being contested in good faith, and
            has set aside on its books provisions reasonably adequate for the
            payment of all taxes for periods subsequent to the periods to which
            such returns, reports or declarations apply. To the knowledge of the
            Company, there are no unpaid taxes in any material amount claimed to
            be due by the taxing authority of any jurisdiction, and the officers
            of the Company know of no basis for any such claim. The Company has
            not executed a waiver with respect to the statute of limitations
            relating to the assessment or collection of any foreign, federal,
            state or local tax. None of the Company's tax returns is presently
            being audited by any taxing authority.

            2.19  Employees.

                  (i) Employee Benefit Plans. The Company does not have any
                  Employee Benefit Plan as defined in the Employee Retirement
                  Income Security Act of 1974.

                  (ii) Labor Agreements and Actions. The Company is not bound by
                  or subject to (and none of its assets or properties is bound
                  by or subject to) any written or oral, express or implied,
                  contract, commitment or arrangement with any labor union, and
                  no labor union has requested or to the knowledge of the
                  Company, has sought to represent any of the employees,
                  representatives or agents


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                  of the Company. There is no strike or other labor dispute
                  involving the Company pending, or to the knowledge of the
                  Company threatened, which could have a Material Adverse Effect
                  on the assets, properties, financial condition, operation or
                  business of the Company, nor is the Company aware of any labor
                  organization activity involving its employees. The employment
                  of each officer and employee of the Company is terminable at
                  the will of the Company upon the giving of notice and the
                  payment of specified amounts. Company has complied in all
                  material respects with all applicable state and federal equal
                  employment opportunity laws and with other laws related to
                  employment.

                  (iii) Confidential Information and Invention Assignment
                  Agreements. Each management and technology employee,
                  consultant and officer of the Company has executed an
                  agreement with the Company regarding confidentiality and
                  proprietary information. The Company is not aware that any of
                  its employees or consultants is in violation thereof, and the
                  Company will use its best efforts to prevent any such
                  violation.

            2.20 Insurance. The Company maintains and keeps in force with good
            and responsible insurance companies fire, public liability, property
            damage and other insurance, of the kinds and in amounts as are usual
            and customary in the type of business conducted by the Company.

            2.21 Title to Property and Assets. The Company owns and has valid
            title to its property and assets free and clear of all mortgages,
            liens, loans and encumbrances, except such encumbrances and liens
            which arise in the ordinary course of business and do not materially
            impair the Company's ownership or use of such property or assets or
            which would not, in the aggregate, have a Material Adverse Effect.
            With respect to the property and assets it leases, the Company is in
            compliance with such leases and, to the best of its knowledge, holds
            a valid leasehold interest free of any liens, claims or
            encumbrances. The Company does not own any real property.

            2.22 Financial Statements. The Company shall deliver to Investor, on
            or before January 10, 2000, the Company's annual financial
            statements (balance sheet and statement of earnings, statement of
            shareholders' equity and statement of cash flows) dated as of
            December 31, 1998 and interim financial statements for the eleven
            months of operations ended November 30, 1999 (the "Financial
            Statements"), in each case, such Financial Statements shall be
            prepared in accordance with United States generally accepted
            accounting principles ("GAAP"), shall include all footnotes in
            accordance with GAAP, and shall be audited by the Israeli office or
            affiliate of a "Big 5" public accounting firm (i.e., Deloitte and
            Touche, KPMG Peat Marwick, Price Waterhouse Coopers, Arthur Anderson
            or Ernst and Young). The Financial Statements when delivered, will
            fairly


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            present the financial condition and operations of the Company as of
            the dates, and for the periods, indicated therein, subject to normal
            year-end adjustments. The Financial Statements described in
            subsection 2.21 hereof and the audited balance sheet as of November
            30, 1999, as adjusted by the auditor's subsequent event disclosure
            footnote, shall not show liabilities due within 18 months from the
            date thereof in an amount in excess of One Million Dollars
            ($1,000,000) over the amount of cash and cash equivalents shown on
            such balance sheet.

            2.23 Except as set forth in the Financial Statements, the Company
            has no liabilities, contingent or otherwise, other than (i)
            liabilities incurred in the ordinary course of business and (ii)
            obligations under contracts and commitments incurred in the ordinary
            course of business and not required under GAAP to be reflected in
            the Financial Statements, which, in both cases, individually or in
            the aggregate, are not material to the financial condition or
            operating results of the Company.

            2.24 SEC Documents, Financial Statements. Since November 30, 1999,
            the Company has timely filed all reports, schedules, forms,
            statements and other documents required to be filed by it with the
            SEC pursuant to the reporting requirements of the Exchange Act (all
            of the foregoing filed prior to the date hereof and all exhibits
            included therein and financial statements and schedules thereto and
            documents (other than exhibits) incorporated by reference therein,
            being hereinafter referred to herein as the "SEC Documents"). The
            Company has delivered to the Investor, or the Investor has had
            access to, true and complete copies of the SEC Documents, except for
            such exhibits and incorporated documents. As of their respective
            dates, the SEC Documents complied in all material respects with the
            requirements of the Exchange Act or the Securities Act, as the case
            may be, and the rules and regulations of the SEC promulgated
            thereunder applicable to the SEC Documents, and none of the SEC
            Documents, at the time they were filed with the SEC, contained any
            untrue statement of a material fact or omitted to state a material
            fact required to be stated therein or necessary in order to make the
            statements therein, in light of the circumstances under which they
            were made, not misleading. As of their respective dates, the
            consolidated financial statements of the Company included in the SEC
            Documents complied as to form in all material respects with
            applicable accounting requirements and the published rules and
            regulations of the SEC with respect thereto. Except as disclosed in
            the SEC Documents, since November 30, 1999, there has been no
            material adverse change in the assets, liabilities, business,
            properties, operations, financial condition, or operations of the
            Company on a consolidated basis.

            2.25 No Integrated Offering. Neither the Company, nor any of its
            affiliates, nor any person acting on its or their behalf, has
            directly or


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            indirectly made any offers or sales in any security or solicited any
            offers to buy any security under circumstances that would require
            registration under the Securities Act of the issuance of the Shares
            to the Investor. The issuance of the Shares to the Investor will not
            be integrated with any other issuance of the Company's securities
            (past, current or future) for purposes of the Securities Act.

            2.26 Year 2000. The mission critical computer software operated by
            the Company and each of its subsidiaries is currently capable of
            providing, or is being adapted to provide uninterrupted millennium
            functionality to record, store, process and present calendar dates
            falling on or after January 1, 2000 in substantially the same manner
            and with the same functionality as such mission critical software
            records, stores, processes and processes and presents such calendar
            dates falling on or before December 31, 1999. The costs of the
            adaptations referred to in this clause will not have a Material
            Adverse Effect.

      3.    REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.

      The Investor hereby represents and warrants that:

            3.1 Authorization. The Investor has full power and authority to
            enter into this Agreement. This Agreement constitutes a valid and
            binding obligation of the Investor enforceable against the Investor
            in accordance with its terms, except (i) as limited by applicable
            bankruptcy, insolvency, reorganization, moratorium, and other laws
            of general application affecting enforcement of creditors' rights
            generally and (ii) as limited by laws relating to the availability
            of specific performance, injunctive relief, or other equitable
            remedies.

            3.2 Purchase Entirely for Own Account. The Investor is acquiring the
            Shares for investment for its own account, not as a nominee or
            agent, and not with a view to, or for the resale or distribution of
            any part thereof. The Investor has no present intention of selling,
            granting any participation in, or otherwise distributing the same.
            The Investor further represents that it does not have any contract,
            undertaking, agreement or arrangement with any person to sell,
            transfer or grant participations to such person or to any third
            person, with respect to any of the Shares. 3.3 Disclosure of
            Information. The Investor has received all of the information which
            it considers necessary or appropriate for deciding whether to
            purchase the Shares. The Investor further represents that it has had
            an opportunity to ask questions and receive answers from the Company
            regarding the terms and conditions of the offering of the Shares.
            The foregoing, however, does not limit or modify the representations
            and warranties of the Company in Section 2 of this Agreement or the
            right of the Investor to rely thereon.

            3.4 Investment Experience. The Investor (i) fully understands that
            an investment in the Company is highly speculative and that it may
            lose its


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            entire investment in the Shares purchased from the Company; (ii) is
            experienced in evaluating and investing in development stage
            companies such as the Company, (iii) is capable of evaluating the
            merits and risks of its investment in the Shares; (iv) is able to
            bear the economic risk of a loss of the entire amount of its
            investment in the Shares; and (v) is prepared to hold the Shares for
            an indefinite period of time. 3.5 Accredited Investor. The Investor
            is an "accredited investor" within the meaning of Securities and
            Exchange Commission Rule 501 of Regulation D, as presently in
            effect.

            3.6 Restricted Securities. The Investor acknowledges that, because
            the Shares have not been registered under the Securities Act, the
            Shares must be held indefinitely unless subsequently registered
            under the Securities Act or an exemption from such registration is
            available. The Investor is aware of the provisions of Rule 144
            promulgated under the Securities Act which permits limited resale of
            securities purchased in a private placement subject to the
            satisfaction of certain conditions.. 3.7 Legends. The Investor
            understands that until (a) the Shares may be sold by the Investor
            under Rule 144(k) or (b) such time as the resale of the Shares have
            been registered under the Securities Act as contemplated in Section
            4.8 hereof, the certificates representing the Shares will bear a
            restrictive legend in substantially the following form (and a
            stop-transfer order may be placed against transfer of the
            certificates for such Shares):

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
            SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES
            MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
            EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE
            SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO
            AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THOSE
            LAWS.

      The legend set forth above will be removed and the Company will issue a
      certificate without the legend to the holder of any certificate upon which
      it is stamped, upon registration of the Shares, in accordance with the
      terms of Section 4.8 hereof.

      4.    COVENANTS AND AGREEMENTS

            4.1 Ordinary Course of Business and Notice of Adverse Changes. From
            and after the date of this Agreement through the Closing, the
            Company shall conduct its business in the ordinary course and
            consistent


                                       12
<PAGE>

            in all material respects with past practice, except as may be
            required or contemplated in this Agreement. The Company shall advise
            the Investor promptly of any Material Adverse Effect, any breach of
            the Company's representations or warranties, or any breach of a
            covenant contained herein of which the Company has knowledge.

            4.2 Access to Properties and Records. The Company shall afford to
            the Investor and its respective accountants, counsel and
            representatives, reasonable access upon notice to the Company and
            upon agreed upon times during normal business hours throughout the
            period prior to the Closing to all of the Company's properties,
            books, contracts, commitments and written records and shall make
            reasonably available its respective officers and employees to answer
            fully and promptly questions put to them (so long as such questions
            are not outside of the scope or purpose of this Section; provided
            that such access shall not unreasonably interfere with the normal
            business operations of the Company). Any such investigations shall
            be specifically related to this Agreement and to the transactions
            contemplated hereby.

            4.3 Exclusive Negotiations. Except in the furtherance of the
            transactions contemplated herein, prior to the Closing, the Company
            shall not directly, and shall use its reasonable best efforts to
            cause its respective directors, officers, employees, representatives
            or agents (including, without limitation, any investment banker,
            attorney or accountant retained by it or any of its affiliates) not
            to, directly or indirectly, initiate, solicit or encourage any
            inquiries or the making or implementation of any proposal or offer,
            with respect to any merger, acquisition, consolidation, share
            exchange, business combination or other transaction involving, or
            which would result in the acquisition of a majority of the
            outstanding equity securities or substantially all of the assets of
            the Company (any such proposal or offer being hereinafter referred
            to as an "Acquisition Proposal"), or engage in any negotiations
            concerning, or provide any confidential information or data to, any
            person or entity relating to an Acquisition Proposal, or otherwise
            facilitate any effort or attempt to make or implement an Acquisition
            Proposal. The Company shall immediately cease and cause to be
            terminated any existing activities or negotiations with any parties
            conducted heretofore with respect to any Acquisition Proposal, and
            it shall take the necessary steps to inform any such parties of the
            obligations undertaken in this Section. The Company shall notify the
            Buyer immediately if any such inquiries or proposals are received
            by, any such information is requested from, or any such negotiations
            are sought to be initiated or continued with, the Company.

            4.4 Right of First Refusal. If, during the period from the Closing
            through December 31, 2009 (and so long as the Alliance Agreement is
            in effect), the Company (or any subsidiary or affiliate) proposes
            either to sell,


                                       13
<PAGE>

            transfer or assign, directly or indirectly, securities in the
            Company or any subsidiary or affiliate thereof equal to, or
            convertible into, a majority of the outstanding Common Stock of the
            Company (a "Substantial Equity Interest"), the Investor shall have a
            first right of refusal to purchase such Substantial Equity Interest
            proposed to be sold, transferred or assigned, for a price equivalent
            to the bona fide sale or transfer price offered for such Substantial
            Equity Interest and otherwise in accordance with the terms and
            conditions of such offer. The right of first refusal granted to the
            Investor is intended to apply to any sale, transfer or assignment,
            directly or indirectly, to any nominee or straw-men, corporation or
            other entity, including the sale of stock or an interest in a
            partnership, limited-liability corporation, trust or other entity
            which holds substantially all of the assets of the Company or any of
            its subsidiaries or affiliates, if the intent of any such sale,
            transfer or assignment to such person or entity is to avoid the
            Investor's right of first refusal contained in this Section. 4.5
            Preemptive Right of Investor.

                  (i) The Company hereby grants to the Investor the preemptive
                  right to purchase its Pro Rata Share (defined below) of any
                  New Securities (defined below) that the Company intends to
                  offer for sale and issuance at the time and on the terms set
                  forth herein (the "Preemptive Right").

                  (ii) Definitions:

                        (1) "New Securities" shall mean (A) any Common Stock of
                        the Company and (B) those rights, options or warrants to
                        purchase any such Common Stock (collectively referred to
                        as "Options"), and those securities that are convertible
                        into or exchangeable for any such Common Stock
                        (collectively referred to as "Convertible Securities"),
                        if the gross proceeds received or receivable by the
                        Company as consideration for the issue of such Common
                        Stocks, Options or Convertible Securities, plus the
                        minimum aggregate amount of additional consideration (as
                        set forth in the instruments relating thereto, without
                        regard to any provision contained therein designated to
                        protect against dilution) payable to the Company upon
                        the exercise of such Options or the conversion or
                        exchange of such Convertible Securities, equals or
                        exceeds One Million Five Hundred Thousand Dollars
                        ($1,500,000); provided however, that "New Securities"
                        does not include (i) any capital stock or other
                        securities offered or issued to the public pursuant to a
                        registration statement filed under the Securities Act;
                        (ii) any capital stock or other securities offered or
                        issued in connection with any acquisition of


                                       14
<PAGE>

                        another corporation or entity by the Company by merger
                        or purchase of all, or substantially all, of the assets
                        of such corporation or entity, share exchange,
                        reorganization or the like; (iii) any stock options
                        granted, subsequent to the Effective Date, to the
                        Company's existing or future directors, employees or
                        consultants not in excess of 1,350,000 shares,
                        representing approximately eight point two percent
                        (8.2%) of the Company's 16,458,114 aggregate issued and
                        outstanding shares of common stock post- Closing (on a
                        fully-diluted basis) by the Company; (iv) any capital
                        stock or other securities (or related options or
                        warrants) offered or issued to directors, officers or
                        employees of, or consultants to, the Company pursuant to
                        an agreement or an option or purchase plan program, or
                        any other stock incentive plan or program approved by
                        the Board of Directors of the Company; or (v) any
                        capital stock or other securities issued in connection
                        with any stock split, stock dividend, recapitalization
                        or the like by the Company.

                        (2) "Ownership Ratio" shall mean the ratio of shares of
                        Common Stock of the Company held by the Investor on the
                        day immediately preceding the date of the notice
                        described in subsection (c) below to the total number of
                        shares of Common Stock of the Company then outstanding.

                        (3) "Pro Rata Share" for purposes of the Preemptive
                        Right, shall mean all New Securities which the Company
                        intends to offer for sale multiplied by the Investor's
                        Ownership Ratio.

                  (iii) If at any time from the Closing through December 31,
                  2009, the Company plans or otherwise intends to undertake an
                  issuance of New Securities, the Company shall, so long as the
                  Alliance Agreement is in effect, give the Investor written
                  notice describing the type of New Securities, the price, and
                  the general terms upon which the Company plans or otherwise
                  intends to issue the same. The Investor shall have fifteen
                  (15) days from the date of delivery of any such notice to
                  agree to purchase all or a portion of its Pro Rata Share of
                  such New Securities for the price and upon the general terms
                  specified in the notice by giving written notice to the
                  Company at or before the end of such fifteen (15) days. If the
                  Investor either fails to so notify the Company or indicates
                  that it will not purchase its Pro Rata Share, the Company
                  shall thereafter be free to offer, sell and issue the New
                  Securities, including any such Pro Rata Share not purchased by
                  the Investor, to any third


                                       15
<PAGE>

                  party so long as such sale is at a price and is upon general
                  terms no more favorable than described in the Company's
                  notice.

            4.6 Certain Employment Matters. Effective as of the date of the
            Closing, there are no employment agreements to which the Company is
            a party other than those set out in the tabled attached as Schedule
            4.6 hereto.

            4.7 Board Observer. The Company hereby covenants and agrees with
            Investor that, as long as the Alliance Agreement (defined below)
            remains in effect, the Investor shall have the right to designate a
            person (an "Observer") to be present at all meetings of the Board of
            Directors of the Company and all committees thereof. The Company
            will give such Observer reasonable prior notice (it being agreed
            that the same prior notice given to the Board of Directors shall be
            deemed reasonable prior notice) in any manner permitted in the
            Company's By-laws for notices to directors of the time and place of
            any proposed meeting of the Board of Directors, such notice in all
            cases to include true and complete copies of all documents furnished
            to any director in connection with such meeting. Such Observer will
            be entitled to be present in person as an observer at any such
            meeting or, if a meeting is held by telephone conference, to
            participate therein for the purpose of listening thereto.

            4.8 Registration of Shares. The Company covenants and agrees that it
            shall promptly after the Closing prepare and file, at its cost and
            expense, a registration statement on Form S-1 (or such other
            appropriate form) covering the Shares (the "Registration Statement")
            and shall use its best efforts to cause such registration statement
            to be declared effective within 90 days following the Closing. The
            Company further covenants and agrees to maintain the Registration
            Statement Effective for one year following the effective date of the
            Registration Statement, provided, that, notwithstanding the
            foregoing, if at any time or from time to time after the date of
            effectiveness of the Registration Statement, the Company notifies
            the Investors in writing of the existence of a Potential Material
            Event, the Investors shall not offer or sell any Shares, or engage
            in any other transaction involving or relating to the Shares, from
            the time of the giving of notice with respect to a Potential
            Material Event until such Investor receives written notice from the
            Company that such Potential Material Event either has been disclosed
            to the public or no longer constitutes a Potential Material Event;
            provided, however, that the Company may not so suspend such right to
            the Investor during the period the Registration Statement is
            required to be in effect for more than fifty (50) days, provided,
            however, that no one such suspension period shall either (i) be for
            more than twenty (20) days or (ii) begin less than ten (10) business
            days after the last day of the preceding suspension. As used herein,
            "Potential Material Event" means any of the following: (i) the
            possession by the Company of material information not ripe for
            disclosure in a


                                       16
<PAGE>

            registration statement, which shall be evidenced by determinations
            in good faith by the Board of Directors of the Company that
            disclosure of such information in the registration statement would
            be detrimental to the business and affairs of the Company; or (ii)
            any material engagement or activity by the Company which would, in
            the good faith determination of the Board of Directors of the
            Company, be adversely affected by disclosure in a registration
            statement at such time, which determination shall be accompanied by
            a good faith determination by the Board of Directors of the Company
            that the registration statement would be materially misleading
            absent the inclusion of such information. In the event that the
            Registration Statement is not declared effective within 90 days
            following Closing, then the Company shall issue to the Investor, in
            respect of each full calendar week (beginning on Monday) following
            such 90th day and continuing until such time as the Registration
            Statement shall have been declared effective, such number of shares
            of Common Stock as shall be equal to one and one quarter percent (1
            1/4%) of the number of Shares issued hereunder (the "Additional
            Shares"), provided, that, notwithstanding anything to the contrary
            contained in the foregoing, the Company shall have no obligation to
            issue any Additional Shares in excess of such number of Additional
            Shares as shall be equal to, in the aggregate, 10% of the number of
            Shares issued hereunder. Reporting Status; Eligibility to Use Form
            S-1. The Company's Common Stock is registered under Section 12 of
            the Exchange Act. The Company will file with the SEC a Current
            Report on Form 8-K disclosing this Agreement and the transactions
            contemplated hereby within 10 business days after the Closing.
            Throughout the one year registration period (referred to in Section
            4.8 hereof), the Company shall to file all reports, schedules,
            forms, statements and other documents required to be filed by it
            timely with the SEC under the reporting requirements of the Exchange
            Act, and the Company will not terminate its status as an issuer
            required to file reports under the Exchange Act even if the Exchange
            Act or the rules and regulations thereunder would permit such
            termination. The Company currently meets, and will take all
            reasonably necessary action to continue to meet, the "registrant
            eligibility" requirements set forth in the general instructions to
            Form S-1.

      5.    CONDITIONS OF INVESTOR'S OBLIGATIONS AT CLOSING.

      The obligations of the Investor under subsection 1.1 of this Agreement are
      subject to the fulfillment, or written waiver by the Investor, on or
      before the Closing of each of the following conditions:

            5.1 Execution of Agreement. The Company will have executed and
            delivered this Agreement to the Investor.


                                       17
<PAGE>

            5.2 Shares Certificate. The Company will have delivered to the
            Investors duly executed certificates representing the Shares in the
            amounts specified in Section 1.1 hereof.

            5.3 Representatives, Warranties, Covenants. The representations and
            warranties of the Company must be true and correct in all material
            respects as of the Closing as though made at that time (except for
            representations and warranties that speak as of a specific date,
            which representations and warranties must be true and correct as of
            such date) and the Company must have performed and complied in all
            material respects with the covenants and conditions required by this
            Agreement to be performed or complied with by the Company at or
            prior to the Closing. The Investor must have received a certificate
            or certificates dated as of the Closing and executed by the Chief
            Executive Officer or the Chief Financial Officer of the Company
            certifying as to the matters contained in this Section 5.3 and as to
            such other matters as may be reasonably requested by such Investor,
            including, but not limited to, the Company's Certificate of
            Incorporation, as amended, By-laws, as amended, Board of Directors'
            resolutions relating to the transactions contemplated hereby and the
            incumbency and signatures of each of the officers of the Company who
            may execute on behalf of the Company any document delivered at the
            Closing.

            5.4 Litigation. No litigation, statute, rule, regulation, executive
            order, decree, ruling or injunction will have been enacted, entered,
            promulgated or endorsed by or in any court or governmental authority
            of competent jurisdiction or any self-regulatory organization having
            authority over the matters contemplated hereby which prohibits the
            consummation of any of the transactions contemplated by this
            Agreement.

            5.5 Stock Listing. Trading and listing of the Company's Common Stock
            on OTC Electronic Bulletin Board must not have been suspended. 5.6
            Opinion. The Investor will have received an opinion of the Company's
            general counsel, dated as of the Closing, in form, scope and
            substance substantially in the form attached hereto as Schedule 5.6.
            5.7 Alliance Agreement. Prior to or simultaneous with the Closing,
            the Company and Investor shall have entered into the Alliance
            Agreement, substantially in the form of Schedule 5.7 hereto.

      6.    CONDITIONS OF THE COMPANY'S OBLIGATIONS AT

      CLOSING.

      The obligations of the Company to the Investor under this Agreement are
      subject to the fulfillment on or before the Closing of each of the
      following conditions:

            6.1 Execution of Agreement. The Investor will have executed and
            delivered this Agreement to the Company.

            6.2 Purchase Price. The Investor will have delivered the Purchase
            Price for the Shares to the Company in accordance with this
            Agreement.


                                       18
<PAGE>

            6.3 Representations, Warranties, Covenants. The representations and
            warranties of the Investor must be true and correct in all material
            respects as of the Closing as though made at that time (except for
            representations and warranties that speak as of a specific date,
            which representations and warranties must be correct as of such
            date), and the Investor will have performed and complied in all
            material respects with the covenants and conditions required by this
            Agreement to be performed or complied with by the Investor at or
            prior to the Closing. The Company must have received a certificate
            or certificates dated as of the Closing and executed by a duly
            authorized officer of the Investor certifying as to the matters
            contained in this Section 6.3.

            6.4 Legal Impediment. No statute, rule, regulation, executive order,
            decree, ruling or injunction will have been enacted, entered,
            promulgated or endorsed by or in any court or governmental authority
            of competent jurisdiction or any self-regulatory organization having
            authority over the matters contemplated hereby which prohibits the
            consummation of any of the transactions contemplated by this
            Agreement. 6.5 Alliance Agreement. Prior to or simultaneous with the
            Closing, the Company and Investor shall have entered into the
            Alliance Agreement, substantially in the form of Schedule 5.7
            hereto.

      7.    DEFINITIONS.

            7.1 "Alliance Agreement" has the meaning set forth in Section 5.7.

            7.2 "Closing" means the closing of the purchase and sale of the
            Shares under this Agreement.

            7.3 "Common Stock" means the common stock, $0.001 par value per
            share, of the Company.

            7.4 "Company" means TTR Technologies, Inc.

            7.5 "Exchange Act" means the Securities Exchange Act of 1934, as
            amended.

            7.6 "Investor" means Macrovision Corporation

            7.7 "Material Adverse Effect" means a material adverse effect on (a)
            the business, operations, assets or financial condition of the
            Company on a consolidated basis or (b) the ability of the Company to
            perform its obligations pursuant to the transactions contemplated by
            this Agreement or under the agreements or instruments to be entered
            into or filed in connection herewith.

            7.8 "Material Agreement" has the meaning set forth in Section 2.7.

            7.9 "Regulation D" means Regulation D as promulgated under by the
            SEC under the Securities Act.

            7.10 "Rule 144" and "Rule 144(k)" mean Rule 144 and Rule 144(k),
            respectively, promulgated under the Securities Act, or any successor
            rule.

            7.11 "SEC" means the United States Securities and Exchange
            Commission.


                                       19
<PAGE>

            7.12 "SEC Documents" has the meaning set forth in Section 2.23.

            7.13 "Shares" means the 1,880,937 shares of Common Stock to be sold
            to Investor pursuant to this Agreement, as such number may be
            adjusted pursuant to the provisions of Section 4.8 hereof.

            7.14 "Securities Act" means the Securities Act of 1933, as amended,
            and the rules and regulations thereunder, or any similar successor
            statute.

      8.    MISCELLANEOUS.

            8.1 Survival of Warranties. The warranties, representations and
            covenants of the Company and the Investor contained in or made
            pursuant to this Agreement shall survive the execution and delivery
            of this Agreement and the Closing and shall in no way be affected by
            any investigation of the subject matter thereof made by or on behalf
            of the Investor of the Company.

            8.2 Successor and Assigns. Except as otherwise provided herein, the
            terms and conditions of this Agreement shall inure to the benefit of
            and be binding upon the respective successors and assigns of the
            parties (including transferees of any Shares). Nothing in this
            Agreement, express or implied, is intended to confer upon any party
            other than the parties hereto or their respective successors and
            assigns any rights, remedies, obligations, or liabilities under or
            by reason of this Agreement, except as expressly provided in this
            Agreement.

            8.3 Governing Law. This Agreement shall be governed by and construed
            under the laws of the State of California as applicable to contracts
            to be performed entirely within that state. 8.4 Counterparts. This
            Agreement may be executed in two or more counterparts, each of which
            shall be deemed an original by the party executing the same, but all
            of which together shall constitute one and the same instrument.

            8.5 Titles and Subtitles. The titles and subtitles used in this
            Agreement are used for convenience and are not to be considered in
            construing or interpreting this Agreement.

            8.6 Notices. All notices and other communications given or made
            pursuant hereto shall be in writing and shall be deemed to have been
            given or made if in writing and (i) delivered personally, (ii)
            mailed by registered or certified mail (postage prepaid, return
            receipt requested) or (iii) sent by telecopier, with the written
            notice sent by mail as set forth in (ii) above, to the parties as
            follows:

                        (i)   if to Company to:

                        TTR Technologies, Inc., c/o TTR Technologies Ltd.
                        2 Hanagar Street
                        PO Box 2295
                        Kfar-Saba 44425
                        Israel


                                       20
<PAGE>

                        Attention:  General Counsel
                        Telecopier No.:  011-972-9-766-2394

                        with a copy to:

                        Aboudi & Brounstein
                        136 Rothschild Blvd.
                        Tel Aviv 65272
                        Israel

                        Telecopier No.  011-972-3-685-1138

                        (ii) if to Investor to:

                        Macrovision Corporation

                        1341 Orleans Drive
                        Sunnyvale, CA 94089
                        Attention:  Chief Financial Officer
                        Telecopier No.: (408) 743-8610

                        with a copy to:

                        Manatt, Phelps & Phillips, LLP
                        3030 Hansen Way
                        Palo Alto, CA  94304
                        Attention:  David Herbst, Esq.
                        Telecopier No.:  (650) 213-0260

or at such other addresses as shall be furnished by the parties by like notice,
and such notice or communication shall be deemed to have been given or made as
of the date so delivered, mailed or sent.

            8.7 Finder's Fee. Each party represents that it neither is nor will
            be obligated for any finders' fee or commission in connection with
            this transaction. The Investor agrees to indemnify and to hold
            harmless the Company from any liability for any commission or
            compensation in the nature of a finders' fee (and the costs and
            expenses of defending against such liability or asserted liability)
            for which the Investor or any of its officers, partners, employees,
            or representatives is responsible. The Company agrees to indemnify
            and hold harmless the Investor from any liability for any commission
            or compensation in the nature of a finders' fee (and the costs and
            expenses of defending against such liability or asserted liability)
            for which the Company or any of its officers, employees or
            representatives is responsible.


                                       21
<PAGE>

            8.8 Expenses. Irrespective of whether the Closing is effected, the
            Company and the Investor shall each pay their own costs and expenses
            that each incurs with respect to the negotiation, execution,
            delivery and performance of this Agreement. If any action at law or
            in equity is necessary to enforce or interpret the terms of this
            Agreement, the prevailing party shall be entitled to reasonable
            attorney's fees, costs and necessary disbursements in addition to
            any other relief to which such party may be entitled.

            8.9 Amendments and Waivers. Any term of this Agreement may be
            amended and the observance of any term of this Agreement may be
            waived (either generally or in a particular instance and either
            retroactively or prospectively), only with the written consent of
            the Company and the Investor.

            8.10 Severability. If one or more provisions of this Agreement are
            held to be unenforceable under applicable law, such provision shall
            be excluded from this Agreement and the balance of the Agreement
            shall be interpreted as if such provision were so excluded and shall
            be enforceable in accordance with its terms.

            8.11 Entire Agreement. This Agreement, together with the Alliance
            Agreement, and all schedules and exhibits attached thereto,
            constitute the entire agreement among the parties and no party shall
            be liable or bound to any other party in any manner by any
            warranties, representations, or covenants except as specifically set
            forth herein or therein. All other prior agreements, understandings
            and representations, both oral and written, between the parties with
            respect to the subject matter hereof are superseded and of no
            effect. This Agreement may be executed in counterparts and by the
            exchange of facsimile signed copies.

      IN WITNESS WHEREOF, the parties have executed this Stock Purchase
      Agreement.

                             TTR TECHNOLOGIES, INC.

                             BY: /s/ Marc D. Tokayer
                                 ----------------------------------
                                    Name:  Marc D. Tokayer
                                    Title: Chairman and CEO


                             MACROVISION CORPORATION

                               BY: /s/ Ian Halifax
                                 ----------------------------------
                                    Name:  Ian Halifax
                                    Title: CFO


                                       22