Exhibit 10.43

ALLIANCE AGREEMENT

      This Alliance Agreement (the "Agreement"), effective as of November 24,
      1999 (the "Effective Date"), is entered into by and between MACROVISION
      CORPORATION, a Delaware Corporation with its principal place of business
      at 1341 Orleans Drive, Sunnyvale, California 94089, USA, together with its
      subsidiary C-Dilla, Ltd., with offices at Woodley House, Crockhamwell
      Road, Woodley, Reading, Berkshire, RGP 3JP, United Kingdom (collectively
      "Macrovision"); and TTR TECHNOLOGIES, INC., a Delaware corporation with
      its administrative offices at 1841 Broadway, New York, NY 10023, USA,
      together with its subsidiary TTR Technologies, Ltd., with offices at 2
      Hanagar Street, Kfar-Saba, 4425, Israel (collectively "TTR").

                                RECITALS

A. Macrovision develops and markets content copy protection and rights
management technologies and products which are designed to prevent the illicit
duplication, reception or use of video and audio programs and computer software.

B. TTR has represented to Macrovision that TTR owns certain intellectual
property and technology, and has the expertise and experience required to
develop music copy protection technology.

C. TTR and Macrovision have entered into that certain Letter Agreement as of
November 24, 1999, pursuant to which they have agreed to enter into a long-form
agreement incorporating, inter-alia, the terms therein.

D. Consistent with the foregoing, Macrovision and TTR desire to enter into an
agreement under which the Parties will jointly develop such music copy
protection technology, and Macrovision will have, subject to the continuing
satisfaction of certain conditions hereinafter set forth, the exclusive right to
commercialize and market such technology for a period of time.

                               AGREEMENT

      NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth below, the Parties agree as follows:

1.    Definitions

<PAGE>

      1.1 "Affiliate" means any entity controlling, controlled by, or under
      common control with, a Party hereto.

      1.2 "Field of Use" means technologies and products designed to prevent the
      illicit duplication of audio programs (including the audio portion of
      music videos, movies and other video or audio content) distributed on
      optical media (including but not limited to CDs and DVDs), and
      technologies for Internet digital rights management for audio
      applications.

      1.3 "Intellectual Property Rights" means intellectual property or
      proprietary rights, including but not limited to copyright rights, patent
      rights (including patent applications and disclosures), rights of
      priority, and trade secret rights, recognized in any jurisdiction in the
      world.

      1.4 "Investment Date" means that date on which TTR receives the gross
      proceeds of an equity investment in TTR made by Macrovision pursuant to
      the Letter Agreement.

      1.5 "Joint Development Project" means the development efforts by the
      Parties to develop the Music Protection Technology pursuant to this
      Agreement.

      1.6 "Joint Technology" means any and all software, hardware, technology,
      know-how, algorithms, procedures, techniques, solutions, and work-arounds
      developed or created jointly or individually in the course of and pursuant
      to the Joint Development Project and prior to the Commercial Launch (as
      defined in Section 5.1 (b) herein), whether or not based on Macrovision
      Technology or TTR Technology. Joint Technology does not include the
      Macrovision Technology or TTR Technology.

      1.7 "Letter Agreement" means that certain Letter Agreement entered into by
      TTR and Macrovision as of November 24, 1999.

      1.8 "Macrovision Technology" means any and all software, hardware,
      technology, know-how, algorithms, procedures, techniques, solutions, and
      work- arounds, (i) owned by or licensed to Macrovision as of the Effective
      Date and contributed by Macrovision to the development effort hereunder
      including, without limitation, the technology specified on Exhibit B
      hereto, or (ii) which can be shown by Macrovision by reasonable tangible
      evidence to have been developed independently by Macrovision subsequent to
      the Commercial Launch without the use or exploitation of the TTR
      Technology.

      1.9 "Music Protection Technology" means the technology and/or any
      derivative product or component thereof developed pursuant to the Joint


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      Development Project within the Field of Use, which may be comprised of
      Joint Technology, Macrovision Technology and TTR Technology.

      1.10 "Net Revenues" means the gross revenues received by or on behalf of
      Macrovision or any of its Affiliates from customers, distributors, or any
      sublicensees of the Joint Technology and/or the Music Protection
      Technology, reduced by discounts, returns and rebates, but not by cost of
      goods sold.

      1.11 "Specification" means the agreed-upon functional specifications and
      performance requirements for the Joint Development Project as set forth in
      Exhibit A.

      1.12 "TTR Technology" means any and all software, hardware, technology,
      know-how, algorithms, procedures, techniques, solutions, and work-arounds
      (i) owned by or licensed to TTR as of the Effective Date and contributed
      by TTR to the development effort hereunder, including, without limitation,
      the technology specified on Exhibit C hereto, or (ii) which can be shown
      by TTR by reasonable tangible evidence to have been developed
      independently by TTR subsequent to the Commercial Launch without the use
      or exploitation of the Macrovision Technology.

2.    Development Effort

      2.1 Joint Development Project. Each Party will exert commercially
      reasonable efforts to jointly develop the Music Protection Technology in
      accordance with the Specification. The Parties will work together to
      develop a complete product specification as well as a completed product
      suitable for Commercial Launch, including completely functional LBR
      encoder modules for the Doug Carson Associates, Eclipse Corporation and
      MediaMorphics mastering systems. The Parties intend that three LBR encoder
      modules shall be developed no later than April 30, 2000, 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.

      2.2 Expenses. Unless otherwise specified, each Party agrees to fully fund
      and pay for the costs and expenses of the performance of its
      responsibilities specified herein, including without limitation: (i) any
      and all salaries, employee benefits and other overhead costs for its own
      employees and facilities involved in the performance of this Agreement;
      (ii) any and all lodging, meal or travel expenses of its own employees;
      (iii) any and all costs and expenses for consultants whose use is not
      mutually agreed to in writing by both Parties; and (iv) any and all taxes,
      charges or fees arising out of its sole obligations or acts hereunder.


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<PAGE>

      2.3 Development Personnel. Each Party will dedicate sufficient personnel
      with appropriate technical skills to the development effort to ensure that
      the Music Protection Technology is developed in accordance with the
      Specification. Without limiting the foregoing, TTR will assign the
      personnel resources set forth in Exhibit D. All engineers and other staff
      which may be assigned by TTR or Macrovision to develop the Music
      Protection Technology shall at all times be employees or consultants of
      TTR or Macrovision, respectively. Each Party may, at its option, employ
      the services of contractors or consultants to assist in the development of
      the Music Protection Technology. Such Party will be held fully responsible
      for and guarantee the work and activities of each of its subcontractors,
      including but not limited to each subcontractor's compliance with this
      Agreement. 2.4 Modification to Development Efforts. In the course of their
      development efforts, the Parties may agree that the Specification may need
      to be revised or modified. Any material modification to the Specification
      must be pre-approved in writing by the Parties.

      2.5 Technical Contacts. Each Party shall designate one primary and one
      alternate technical contact (collectively, the "Technical Contacts") as
      the primary individuals responsible for facilitating communication between
      the Parties and for coordinating the development of the Music Protection
      Technology. Each of TTR and Macrovision's initial Technical Contacts are
      set forth in Exhibit D. The Technical Contacts will confer on a regular
      basis to assess the status of the Joint Development Project with respect
      to the Milestones. The Parties may change their own Technical Contacts at
      any time upon written notice to the other Party.

3.    Ownership

      3.1 Macrovision Technology. The Macrovision Technology and all
      Intellectual Property Rights therein are, and/or will remain, the sole and
      exclusive property of Macrovision and its suppliers, if any.

      3.2 TTR Technology. The TTR Technology, and all Intellectual Property
      Rights therein are, and will remain, the sole and exclusive property of
      TTR and its suppliers, if any.

      3.3 Joint Technology. Macrovision and TTR shall be co-owners of the Joint
      Technology and all Intellectual Property Rights therein, and each Party
      will have an undivided, one-half interest in and to the Joint Technology
      and all Intellectual Property Rights therein. Notwithstanding anything to
      the contrary contained in the foregoing, neither TTR nor Macrovision shall
      use or otherwise exploit the Joint Technology except as expressly provided
      hereunder. Except as set forth explicitly herein (including without
      limitation Section 5.1 and 5.2 hereof), neither Party will be entitled to
      any accounting of profits, royalties, or other form of


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      compensation with respect to any sale, distribution, license or other
      exploitation by the other Party of the Joint Technology. Notwithstanding
      the foregoing, during the term of this Agreement, TTR will not transfer,
      license, distribute or disclose to any third party the Joint Technology in
      the Field of Use, in whole or in part, or any products incorporating such
      Joint Technology, in any manner. TTR and Macrovision shall each retain the
      right to use or otherwise exploit the Joint Technology outside of the
      Field of Use, however, TTR's right to use or otherwise exploit the Joint
      Technology outside the Field of Use shall be subject to the terms of this
      Agreement (including without limitation Section 4.5).

      3.4 Patent Rights. Macrovision and TTR will file and prosecute, and shall
      bear the expense of filing and prosecuting, at the minimum, in the United
      States of America, Canada, Mexico, United Kingdom, France, Benelux,
      Scandinavia, Germany, Spain, Italy, Korea and Japan, Australia, Argentina,
      and Brazil any patents on the Macrovision Technology or the TTR
      Technology, respectively, which the Parties agree, are commercially
      important to protecting the intellectual property rights of the Music
      Protection Technology. Except as prohibited by law, the Parties shall
      jointly file, with respect to Joint Technology, such patent and copyright
      applications and amendments thereof as the Parties agree are useful to
      protect their joint interests in the Music Protection Technology, and
      shall thereafter use commercially reasonable and diligent efforts 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. Macrovision will
      undertake the administrative efforts required to give effect to this
      Section. As an additional right, either Party, at its own expense, may
      file patent and copyright applications covering the Music Protection
      Technology in those countries where the Parties do not mutually agree to
      file such applications. All patent and copyright applications for Joint
      Technology developed under this Agreement shall be filed in the name of
      both Parties.

4.    License Grants

      4.1 Macrovision Technology. Macrovision hereby grants to TTR a non-
      exclusive, non-transferable, royalty-free, worldwide license to use, copy,
      modify, improve and create derivative works based on the Macrovision
      Technology solely for the purposes of performing its obligations in
      connection with the development of the Music Protection Technology. The
      license granted under this Section shall not be construed so as to grant
      TTR any commercial rights to the Macrovision Technology other than as
      expressly set out in this Agreement.


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<PAGE>

      4.2 TTR Technology. Subject to the terms and conditions set forth herein,
      TTR hereby grants to Macrovision an exclusive, royalty bearing, worldwide
      license, within the Field of Use (a) to use, copy, modify and improve the
      Joint Technology and the TTR Technology and create derivative works based
      thereon solely in connection with the development of the Music Protection
      Technology, and (b) to make, have made, sublicense and distribute the TTR
      Technology and any derivative works thereof embodied in the Music
      Protection Technology. No right is being granted to sublicense or
      distribute the TTR Technology (or components thereof) as stand-alone
      products outside the Field of Use, except as otherwise expressly provided
      in Section 4.4 of this Agreement. The Parties acknowledge that a copy of
      the TTR Technology, as set out in Exhibit C hereof, has been delivered to
      Macrovision. TTR will apprise Macrovision of any material improvements or
      developments relating to the Music Protection Technology of which TTR
      becomes aware within thirty (30) days of such improvement or development.
      TTR will not deliver to Macrovision without Macrovision's prior written
      consent any technology pertaining to MusicGuard which requires the payment
      of royalties to a third party; alternatively, if TTR does deliver to
      Macrovision any such royalty-bearing technology, payment of such royalties
      will be the responsibility of TTR. Further, TTR will not deliver to
      Macrovision without Macrovision's prior written consent any technology
      pertaining to DiscGuard which requires the payment of royalties to a third
      party. The Parties expressly acknowledge that DiscGuard includes a
      component known as Gearworks which is licensed by a third party.

      4.3 Trademark Licenses. TTR hereby grants Macrovision the exclusive right
      to use the TTR trademark "MUSIC GUARD" ("TTR Mark") in marketing and
      distributing the Music Protection Technology. Macrovision shall have the
      the right, in its sole discretion, to market the Music Protection
      Technology or the CD Technology (as defined in Section 4.4) under its
      trade names and trademarks or under the TTR Mark.

      4.4 TTR's Other Technology. Effective upon the Investment Date, TTR grants
      Macrovision an exclusive, worldwide license (with the right to sublicense)
      to (a) use, copy, modify, and create derivative works based on TTR's
      CD-ROM software copy protection technology as further described in Exhibit
      F ("CD Technology"), including but not limited to its CD and DVD
      signatures, encoder modules and other technology; (b) incorporate the CD
      Technology (or components thereof) into or bundle the CD Technology with
      Macrovision products; and (c) market, sublicense and distribute the CD
      Technology alone or with or incorporated in Macrovision bundled products.
      TTR shall, within 20 business days following the Investment Date, deliver
      to Macrovision all materials, notes, plans, diagrams, schematics, source
      code, object code and technical specifications related to the CD
      Technology, including but not limited to the


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<PAGE>

      digital signature portions thereof. The license granted in this Section
      shall be royalty-free with respect to the CD and DVD signature portions of
      the CD Technology and shall be royalty bearing with respect to all other
      portions of the CD Technology, such royalty to be negotiated separately
      between the Parties. Except for the licenses named in the marketing
      agreements listed in Exhibit G, TTR shall, within seven (7) business days
      of the closing of the Investment Date, notify all existing CD Technology
      customers and prospective customers that, after sixty (60) days of such
      notice, TTR will no longer license or support the CD Technology, and that
      TTR encourages such customers to license Macrovision's Safe Disc
      Technology (defined in Section 5.3) from Macrovision. TTR further agrees
      to work cooperatively with Macrovision to encourage Sonopress and Nimbus
      to cease offering or marketing the CD Technology within such sixty day
      period and in any event agrees to remit to Macrovision 100% of any
      revenues related to the CD Technology which TTR receives from Sonopress or
      Nimbus subsequent to the Investment Date.

      4.5 Other TTR Technologies. TTR grants to Macrovision an exclusive right
      of first refusal, during the term of this Agreement, with respect to the
      acquisition of all rights in or worldwide exclusive marketing and
      distribution rights to: (i) the Music Protection Technology outside of the
      Field of Use and/or (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. In addition, TTR shall notify Macrovision of any
      bona-fide third party offers to purchase or license any such technology,
      including the terms of such offer. If Macrovision notifies TTR of its
      interest in such purchase or license under the terms of such offer within
      ten (10) United States business days of Macrovision's receipt of such
      notification, the Parties will negotiate in good faith a definitive
      agreement for the purchase or license.

5.    Royalties

      5.1   Amounts.

            (a) Royalty Rate. Except as provided below in this Section 5,
            Macrovision or its Affiliates agree to pay to TTR thirty percent
            (30%) of the Net Revenues received by Macrovision or its Affiliates
            from licenses of the Music Protection Technology as a stand alone
            product to customers, distributors, OEM partners or other third
            parties.

            (b) Delayed Commercial Launch. In the event that the Commercial
            Launch (as defined below) has not been achieved on or before
            September 30, 2000, then, beginning October 1, 2000 and for the
            remaining term of


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<PAGE>

            this Agreement, the royalty rate percentage payable by Macrovision
            to TTR as described above shall be reduced to twenty five percent
            (25%) of Net Revenues. "Commercial Launch" shall mean the date by
            which the first of the following two events have occurred: (i) three
            of the five major music labels (Warner, Sony, BMG, EMI, Universal,
            or any of their majority owned subsidiaries) have each manufactured
            at least five million (5,000,000) music CDs which have been copy
            protected using the Music Protection Technology, or (ii) one of the
            five major music labels (Warner, Sony, BMG, EMI, Universal, or any
            of their majority owned subsidiaries) has manufactured at least five
            million (5,000,000) music CDs which have been copy protected using
            the Music Protection Technology and an aggregate total of twenty
            five million (25,000,000) (including such 5,000,000) such
            copy-protected music CDs (including such copy-protected music CDs
            manufactured by such major music label) have been manufactured.

            (c) Bundling. If Macrovision licenses the Music Protection
            Technology as a portion of another product or service it offers to
            its customers, distributors, OEM partners, or sublicensees, TTR will
            negotiate with Macrovision in good faith the allocation of revenue
            to the Music Protection Technology. Macrovision agrees that it shall
            not license the Music Protection Technology as a portion of another
            product or service until the allocation of revenue to the Music
            Protection Technology has been mutually agreed by Macrovision and
            TTR.
            (d) Payment Terms. Macrovision agrees to pay to TTR the royalties
            described in Section 5.1 on the last day of each calendar month
            during the term of this Agreement with respect to cash receipts
            actually received in the immediately preceding month. Each
            remittance to TTR hereunder shall be accompanied by a written
            report, signed by an authorized officer of Macrovision, setting
            forth in reasonable detail the basis for the determination of such
            royalty then due to TTR, including the amount of gross revenues
            received by Macrovision in respect of such preceding month.

      5.2   Minimum Royalty

            (a) Generally. In order to maintain exclusivity with respect to the
            rights granted to Macrovision by TTR hereunder, Macrovision shall
            pay to TTR, beginning twelve months following the Commercial Launch,
            a series of minimum annual guaranteed royalty advances (each a
            "Guaranteed Royalty"), recoupable dollar-for-dollar against
            royalties actually earned by TTR as its share of Net Revenues
            generated from the Music Protection Technology subsequent to


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            the payment by Macrovision of each Guaranteed Royalty during the
            full term of this Agreement. Macrovision shall pay such Guaranteed
            Royalties to TTR according to the following schedule:

   Payment Due Date
   (Expressed as the number of
   calendar months following
   Commercial Launch)           Payment Amount

   12                            US$1,000,000
   24                            US$  375,000
   27                            US$  375,000
   30                            US$  375,000
   33                            US$  375,000
   36                            US$  562,500
   39                            US$  562,500
   42                            US$  562,500
   45                            US$  562,500
   48                            US$  843,750
   51                            US$  843,750
   54                            US$  843,750
   57                            US$  843,750
   60                            US$  843,750
   63                            US$  843,750
   66                            US$  843,750
   69                            US$  843,750
   72                            US$  843,750
   75                            US$  843,750
   78                            US$  843,750
   81                            US$  843,750
   84                            US$  843,750
   87                            US$  843,750
   90                            US$  843,750
   93                            US$  843,750
   96                            US$  843,750
   99                            US$  843,750
   102                           US$  843,750
   105                           US$  843,750
   108                           US$  843,750
   111                           US$  843,750
   114                           US$  843,750
   117                           US$  843,750


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<PAGE>

The first such Guaranteed Royalty payment in the amount of US$1,000,000 as
provided above shall not be reduced by royalties paid pursuant to Section 5.1
hereunder during the first twelve months following Commercial Launch. Subsequent
Guaranteed Royalty payments shall not be reduced by royalties paid prior to the
payment of each such Guaranteed Royalty payment.

Notwithstanding the above, all Guaranteed Royalty payments shall be fully
creditable against all royalties payable by Macrovision to TTR as described in
Section 5.1 hereof during the term of this Agreement, which are incurred
subsequent to the payment of each such Guaranteed Royalty payment.

Except in the event of an early termination of this Agreement as described in
Section 8.2 or 8.3 hereof, all Guaranteed Royalty payments which have not
otherwise been paid to TTR as of December 31, 2009 shall be paid to TTR by
Macrovision on or before December 31, 2009.

In the event of an early termination of this Agreement as described in Section
8.2 or 8.3 hereof, all Guaranteed Royalty payments which are due but unpaid as
of the date of such early termination shall be payable by Macrovision to TTR and
all previously paid Guaranteed Royalty payments shall vest entirely in TTR.

            (b) Waived Minimum Royalty. Notwithstanding the above, if the
            Commercial Launch is achieved prior to April 30, 2000, or if the
            Commercial Launch is not achieved by September 30, 2000, then all
            Guaranteed Royalty payments described in Section 5.2(a) shall be
            waived. In the event that the Guaranteed Royalty described in
            Section 5.2(a) is waived as described in this Section and
            Macrovision shall not have paid to TTR a minimum of US$2 Million in
            aggregate royalties as provided in Section 5.1 by the second
            anniversary of the Commercial Launch, then, at Macrovision's option:
            (i) Macrovision may pay TTR any shortfall in the minimum royalty set
            forth in this paragraph within thirty days, or (ii)] Macrovision's
            exclusive license hereunder shall revert to nonexclusive status.

      5.3 Royalties for SafeDisc Technology. Macrovision shall pay to TTR, for
      the five year period beginning January 1, 2000, and ending December 31,
      2004, a royalty equal to five percent (5%) of the SafeDisc Net Revenues
      Macrovision receives from licenses of the SafeDisc technology described in
      Exhibit E ("Safe Disc Technology") to customers, distributors, or other
      third parties located in the People's Republic of China ("PRC"). The
      rights of Intercontinental Communications Center 31, Bei San Huan Zhong
      Lu, Beijing P.R.C. 100088 (aka "CICC") shall be honored by Macrovision
      through October 15, 2001, or, if earlier, the end of the term of such
      license. Notwithstanding the above, TTR and


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      Macrovision will work cooperatively to transition CICC to a SafeDisc
      license as soon as possible. For purposes of this Section "SafeDisc Net
      Revenues" shall mean the gross revenues received by or on behalf of
      Macrovision or any of its Affiliates from customers, distributors, OEM
      partners or other sublicensees utilizing the SafeDisc Technology in the
      PRC, reduced by discounts, returns and rebates but not by cost of goods
      sold.

      Macrovision will pay to TTR the royalties described in this Section 5.3 on
      the last day of each calendar month during the term of this Agreement with
      respect to cash receipts actually received in the immediately preceding
      month. Each remittance to TTR hereunder shall be accompanied by a written
      report, signed by an authorized officer of Macrovision, setting forth in
      reasonable detail the basis for the determination of such royalty then due
      to TTR, including the amount of gross revenues received by Macrovision in
      respect of such immediate preceding month and reflecting a schedule of the
      customers and amounts from whom such gross revenues were collected.

      5.4 Reports. 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 Agreement), setting forth the total
      number of music CDs then manufactured to which Macrovision is aware that
      the Music Protection Technology has been applied, each such report shall
      be delivered to TTR within 45 days following the end of each such quarter
      after the Commercial Launch has occurred.

      5.5 Audit. Each of TTR and Macrovision will have the right, no more than
      once yearly, during the term of this Agreement and for one (1) year
      thereafter to have an independent "Big 5" certified public accounting firm
      (i.e., Deloitte and Touche, Arthur Andersen, Price Waterhouse Coopers,
      KPMG Peat Marwick, or Ernst & Young) review or audit the other Party's
      relevant records for the purpose of certifying compliance with this
      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. If any audit reveals a net underpayment of
      more than one percent (1%), the audited Party shall immediately pay such
      underpayment; if any audit reveals a net underpayment of more than five
      percent (5%), the audited Party shall pay the costs of the audit and
      auditing Party may conduct a follow up audit at any time upon thirty (30)
      days prior written notice, not more often than quarterly, and the audited
      Party shall pay interest on such underpayment at the prime rate then most
      recently published by the largest bank in New York (in terms of Assets)
      plus one (1) point. Finally, if three (3) audits in any three (3) year
      period reveal that an audited Party under reported, for whatever reason,
      payments by more than fifteen percent (15%), the auditing Party may


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      terminate this Agreement upon ninety (90) days prior written notice to the
      audited Party.

6.    Sales and Marketing

      6.1 Sales and Marketing. Macrovision shall, in its sole discretion,
determine the staffing and other resources to be allocated by Macrovision to
commercialize the Music Protection Technology; provided that Macrovision will
allocate commercially reasonable staffing and other resources to commercialize
the Music Protection Technology consistent with Macrovision's good faith
determination of the commercial potential of the Music Protection Technology.
Macrovision shall, in its sole discretion, determine the naming, branding, and
pricing for the Music Protection Technology, except that Macrovision agrees (i)
to mention in the text of all press releases related to the Music Protection
Technology that the Music Protection Technology has been developed jointly by
Macrovision and TTR, (ii) to mention in the advertising and related marketing
collateral materials that the Music Protection Technology has been developed
jointly by Macrovision and TTR, and (iii) not to license the Music Protection
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 subsection (i) and (ii) of this Section 6.1.

      6.2 Cooperative Marketing and Development Payments. Subject to the terms
of this Agreement, TTR recognizes the unique one-time costs which will be
incurred by Macrovision to co-develop and launch the Music Protection Technology
into the commercial market and agrees to reimburse Macrovision for its staffing
and other costs related to development and testing, product management, sales,
product naming/branding, marketing, and promotional expenses incurred by
Macrovision with respect to the Music Protection Technology during the twelve
month period ending on December 31, 2000, 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 US$1 Million in aggregate reimbursements, or January 31, 2001. The
first such reimbursement shall be paid by TTR to Macrovision on or before
February 28, 2000 with respect to reimbursable expenses incurred by Macrovision
during the months of January and February 2000. Notwithstanding the above, no
such reimbursement shall be payable by TTR to Macrovision prior to the execution
of the Stock Purchase Agreement of even date herewith.

7.    Confidentiality


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      7.1 Confidential Information. "Confidential Information" refers to: (i)
      the Specification and any related documentation or technical or design
      information related to the Music Protection Technology; (ii) the
      Macrovision Technology, the TTR Technology, and any other business or
      technical information of either of the Parties, including but not limited
      to any information relating to such Party's product plans, designs, costs,
      product prices and names, finances, marketing plans, business
      opportunities, personnel, research, development or know-how designated by
      a Party as "confidential" or "proprietary" or which, under the
      circumstances taken as a whole, would reasonably be deemed to be
      confidential; and (iv) the terms and conditions of this Agreement.

      7.2 Exclusions of Confidential Information. Notwithstanding the foregoing,
      "Confidential Information" will not include information that: (i) is or
      becomes generally known or available by publication, commercial use or
      otherwise through no fault or breach of confidentiality undertakings of
      the receiving Party; (ii) is known to the receiving Party at the time of
      disclosure without violation of any confidentiality restriction, as
      demonstrated by prior tangible evidence, and without any restriction on
      the receiving Party's further use or disclosure; or (iii) is independently
      developed by the receiving Party, as demonstrated by reasonable prior
      tangible evidence furnished by the receiving Party.

      7.3 Use and Disclosure Restrictions. During the term of this Agreement and
      for five (5) years after any termination or expiration of this Agreement,
      the Parties shall refrain from using the other Party's Confidential
      Information except as contemplated herein, and from disclosing such
      Confidential Information to any third party except as is reasonably
      required in connection with the exercise of its rights and obligations
      under this Agreement (and only subject to binding use and disclosure
      restrictions at least as protective as those set forth herein executed in
      writing by such parties). However, a Party may disclose Confidential
      Information of the other Party: (i) pursuant to the order or requirement
      of a court, administrative agency, or other governmental body, provided
      that the disclosing Party give reasonable notice to the other Party to
      contest such order or requirement; and (ii) on a confidential basis to
      legal or financial advisors or (iii) as otherwise required in connection
      with its reporting requirements under Securities Exchange Act of 1934, as
      amended.

      7.4 Employment of Other Party's Employees. Each Party and its Affiliates
      agree that during the continuance of this Agreement and for a period of 18
      months after its termination, in whole or in part, it will not hire or
      otherwise contract the services of, whether directly or indirectly, an
      employee of the other Party. Macrovision expressly agrees not to solicit
      the employment of nor hire Dr. Baruch Sollish for a period of one year
      following the earlier of the termination of this Agreement or his
      employment with TTR.


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<PAGE>

8.    Term and Termination

      8.1 Term. This Agreement shall commence on the Effective Date and, unless
      earlier terminated in accordance with this Section 8, will continue in
      effect until December 31, 2009.

      8.2 Termination at the Option of Either Party. Either of TTR or
      Macrovision shall be entitled, upon furnishing five days' written notice
      to the other, to terminate this Agreement (and the rights granted
      hereunder) if the Investment Date does not occur, for any reason
      whatsoever, on or before January 31, 2000.

      8.3 Termination for Cause. Either Party will have the right to terminate
      this Agreement if: (i) the other Party materially breaches this Agreement
      and fails to cure such breach within thirty (30) days after written notice
      thereof from the other Party setting forth in reasonable detail the facts
      or circumstances constituting the alleged breach; (ii) the other Party
      becomes the subject of a voluntary petition in bankruptcy or any voluntary
      proceeding relating to insolvency, receivership, liquidation, or
      composition for the benefit of creditors; (iii) the other Party becomes
      the subject of an involuntary petition in bankruptcy or any involuntary
      proceeding relating to insolvency, receivership, liquidation, or
      composition for the benefit of creditors, if such petition or proceeding
      is not dismissed within sixty (60) days of filing, or (iv) in accordance
      with the provisions of Section 5.5.

      8.4 Effect of Termination.

            (a) Confidential Information. Upon any expiration or termination of
            this Agreement, each Party shall promptly return to the other Party,
            and will not take or use (except as permitted herein), all items of
            any nature that belong to such Party and all records containing or
            relating to such Party's Confidential Information.

            (b) Survival. The following provisions will survive termination of
            this Agreement for any reason: Section 1 (Definitions), Section 3
            (Ownership), Section 7 (Confidentiality), Section 8.3 (Effect of
            Termination), Section 10 (Warranty Disclaimer), Section 11
            (Indemnification), Section 12 (Limitation of Liability), and Section
            13 (General Provisions).

9.    Representations and Warranties

      9.1. By Macrovision. Macrovision represents and warrants that: (i)
      Macrovision has not previously granted and/or will not grant any rights in
      the Macrovision Technology to any third party which are inconsistent with
      the rights


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<PAGE>

      granted herein; (ii) Macrovision has full power and authority to enter
      into this Agreement, to carry out its obligations hereunder, and to grant
      the rights herein granted; and (iii) C-Dilla is a wholly-owned subsidiary
      of Macrovision.

      9.2. By TTR. TTR represents and warrants that: (i) the TTR Technology does
      not infringe the intellectual property rights of any third party; (ii) TTR
      has not previously granted and will not grant any rights in the TTR
      Technology to any third party which are inconsistent with the rights
      granted or assigned herein; and (iii) TTR has full power and authority to
      enter into this Agreement, to carry out its obligations hereunder, and to
      grant the rights herein granted.

10.   Warranty Disclaimer

      Except as provided in Section 9 above, each Party expressly disclaims all
      other warranties, express or implied, including without limitation the
      implied warranties of merchantability, fitness for a particular purpose,
      and non-infringement.

11.   Indemnification

      Subject to Section 12.1, TTR will at its expense defend, indemnify, and
hold Macrovision harmless against all costs, expenses, liabilities, and damages
(including but not limited to reasonable attorneys; fees) paid out in settlement
of or resulting from a judgment awarded to a third party against Macrovision
resulting from any claim that the TTR Technology as supplied by TTR infringes or
misappropriates the Intellectual Property Rights of any third party or breaches
the representations and warranties contained in Section 9.2 above, provided that
Macrovision: (i) gives prompt written notice of any such claim; (ii) allows TTR
to direct the defense and settlement of the claim; and (iii) provides TTR with
the authority, information, and assistance reasonably necessary for the defense
and settlement of the claim. Macrovision reserves the right to participate in
any such defense at its expense and in its sole discretion.

12.   Limitation of Liability

      12.1 Notwithstanding anything to the contrary contained in the foregoing,
      TTR's total liability to Macrovision under this Agreement will be limited
      as follows:

            (a) for breach of the confidentiality provisions herein and/or
            improper disclosure of Confidential Information, there will be no
            limitation on TTR's liability;

            (ii) for intentional breach of the representation set forth in
            Section 9.2 hereof, there will be no limitation on TTR's liability;

            (iii) for unintentional breach of the representation set forth in
            Section 9.2 hereof, TTR's maximum liability to Macrovision will be
            capped at four times the amount of fees paid by Macrovision to TTR;

            (iv) for fraudulent misrepresentation, there will be no limitation
            on TTR's liability; and


                                       15
<PAGE>

            (v) for all other matters, TTR's maximum liability to Macrovision
            will be capped at one million dollars (US $1,000,000.00).

      12.2 Notwithstanding anything to the contrary contained in the foregoing,
      in no event shall Macrovision's total liability to TTR under this
      Agreement exceed $1,000,000, regardless of whether any remedy set forth
      herein fails of its essential purpose.

      12.3 In no event will either Party be liable for any form of special,
      incidental, indirect, consequential, or punitive damages of any kind,
      whether or not foreseeable (including, without limitation damages for loss
      of business profits, business interruption, loss of business information,
      and the like), whether based on breach of contract, tort (including
      negligence), product liability, or otherwise, even if such Party has been
      advised of the possibility of such damages.

13.   General Provisions

      13.1 Amendment. This Agreement may only be amended by a writing signed by
      both Parties.

      13.2 Arbitration. Any dispute, controversy or claim arising out of or
      relating to the validity, construction, enforceability or performance of
      this Agreement, including disputes relating to alleged breach or to
      termination of this Agreement, shall be settled by final, binding
      arbitration in the manner described in this Section. The arbitration shall
      be conducted pursuant to the Commercial Arbitration Rules of the American
      Arbitration Association then in effect ("Rules"). Notwithstanding the
      Rules, the following provisions shall apply to the arbitration hereunder:

            (a) Arbitrators. The arbitration shall be conducted in San
            Francisco, California by a panel of three (3) arbitrators (the
            "Panel"). Each Party shall have the right to appoint one (1) member
            of the Panel, with the third member to be mutually agreed by the
            Parties and, failing such agreement by the Parties, by the two (2)
            Panel members appointed by the Parties or appointed in accordance
            with the Rules. The arbitrators shall be persons in the industry
            with experience in the matters in dispute.

            (b) Proceedings. The Panel shall, in rendering its decision, apply
            the law of the State of California, without regard to its conflict
            of laws provisions, except that the interpretation of and
            enforcement of this Section shall be governed by the U.S. Federal
            Arbitration Act. The fees of the Panel shall be paid by the losing
            Party, which Party shall be designated by the Panel. If the Panel is
            unable to designate a losing Party, it shall so state and the fees
            shall be shared equally between the Parties.

            (c) Injunctive Relief. Each Party agrees that any violation or
            threat of violation by it or its employees of its obligations under
            this Agreement


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<PAGE>

            will result in irreparable harm to the other for which damages would
            not be an adequate remedy and, therefore, in addition to its rights
            and remedies otherwise available at law, including without
            limitation the recovery of damages for breach of such sections of
            this Agreement, the injured Party will be entitled to seek immediate
            equitable relief, including both interim and permanent injunctions,
            without the necessity of posting a bond or any other undertaking,
            and to such other and further equitable relief as the court may deem
            proper under the circumstances.

      13.3 Assignment. TTR shall not assign its rights or delegate its
      obligations hereunder without the express written consent of Macrovision ,
      which consent shall not be unreasonably withheld. Any assignment or
      delegation by TTR in violation of this Section will be void. Subject to
      the foregoing, this Agreement will benefit and bind the successors and
      permitted assigns of the Parties. Notwithstanding the foregoing, (i)
      either of Macrovision or TTR may assign this Agreement without the other's
      consent if such assignment arises out of a corporate reorganization, or
      merger, acquisition of sale in which all or substantially all of
      Macrovision's or TTR's stock or assets, as the case may be, are
      transferred to the assignee, and (ii) Macrovision may assign this
      Agreement without TTR's consent to any third party of Macrovision's
      choosing so long as Macrovision can demonstrate to TTR using commercially
      reasonable criteria that the assignee is at least as capable financially
      and operationally of fulfilling Macrovision's obligations hereunder..

      13.4 Compliance with Laws. The Parties shall comply with all laws and
      regulations applicable to its activities under this Agreement in all
      material respects. Without limiting the foregoing, the Parties shall: (i)
      comply with all United States Department of Commerce and other United
      States export controls with respect to the subject matter hereof; and (ii)
      not produce or distribute any software, products, or technical data in any
      country where such production or distribution would be unlawful.

      13.5 Entire Agreement. This Agreement, together with the Stock Purchase
      Agreement of even date herewith, including all exhibits hereto,
      constitutes the entire agreement between the Parties with respect to the
      subject matter hereof, and supersedes and replaces all prior or
      contemporaneous communications, negotiations, and agreements, written or
      oral (including the Letter Agreement)], regarding such subject matter.

      13.6 Governing Law. This Agreement will be governed by and construed in
      accordance with the substantive laws of the United States and the State of
      California, without regard to or application of provisions relating to
      choice of law.


                                       17
<PAGE>

      13.7 No Agency. The Parties to this Agreement are independent contractors,
      and nothing in this Agreement will be construed as creating or implying an
      agency, partnership, joint venture, or any other form of legal association
      (other than as expressly set forth herein) between the Parties.

      13.8 No Third Party Beneficiaries. No provisions of this Agreement,
      express or implied, are intended or will be construed to confer any
      rights, remedies or other benefits on any third party under or by reason
      of this Agreement.

      13.9 Notices. All notices required or permitted under this Agreement will
      be in writing, will reference this Agreement and will be deemed given: (i)
      when personally delivered, (ii) when sent by confirmed facsimile; (iii)
      five (5) working days after having been sent by registered or certified
      mail, return receipt requested, postage prepaid; or (iv) one (1) working
      day after deposit with a commercial overnight carrier, with written
      verification of receipt. All communications will be sent to the addresses
      set forth on the signature page hereof, or to such other address as may be
      designated by a Party by giving written notice to the other Party pursuant
      to this Section.

      13.10 Publicity. TTR and Macrovision will jointly issue a press release
      announcing the existence of this Agreement and of the principal terms
      thereunder. The timing and content of such press release will be mutually
      agreed on by the Parties. Except as set forth above, neither TTR nor
      Macrovision shall make any public announcement or press release regarding
      this Agreement or any activities performed under this Agreement without
      the prior written consent of the other. Notwithstanding the above,
      Macrovision may make public announcements related to the development,
      adoption, or deployment of the Music Protection Technology which is deems
      necessary or appropriate in its sole discretion.

      13.11 SEC Filings. TTR's disclosure of the existence of this Agreement and
      the terms thereunder (as redacted by Macrovision) in accordance with its
      obligation under the Securities Exchange Act of 1934, as amended, shall
      not be deemed to be a violation of Section 13.10, so long as TTR has
      provided to Macrovision beforehand a copy of the provisions which it
      proposes to release to the Securities and Exchange Commission, has given
      good faith consideration to any request by Macrovision to redact specific
      provisions from such disclosure and has allowed Macrovision to have review
      rights in the SEC approval process. 13.12 Severability. If for any reason
      a court of competent jurisdiction finds any provision or portion of this
      Agreement to be unenforceable, that provision of the Agreement will be
      enforced to the maximum extent permissible so as to effect the intent of
      the Parties, and the remainder of this Agreement will continue in full
      force and effect.


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<PAGE>

      13.13 Waiver. To be enforceable, a waiver must be in writing and signed by
      the waiving Party.

      13.14 Force Majeure. Neither Party will be liable under this Agreement for
      non- performance caused by events or conditions beyond the Party's
      control, if the Party makes reasonable efforts to perform.

      13.15 Counterparts; Facsimile Execution. This Agreement may be executed in
      counterparts and by the exchange of facsimile signed copies.

      IN WITNESS WHEREOF, the duly authorized representatives of the Parties
      have executed this Agreement as of the Effective Date.


Macrovision Corporation             TTR Technologies, Inc.


By:   /s/ Ian Halifax               By:   /s/ Marc D. Tokayer
    --------------------------          -----------------------------

Printed Name: Ian Halifax           Printed Name: Marc D. Tokayer
              ----------------                    -------------------

Title:CFO                           Title:Chairman and CEO
      ------------------------            ---------------------------


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