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                                    EX. 10.13

                      DEVELOPMENT & OEM LICENSING AGREEMENT

        This DEVELOPMENT & OEM LICENSING AGREEMENT is entered into and made
effective as of the 31st day of October, 1997 by and between TTR TECHNOLOGIES
LTD., a company formed under the laws of the State of Israel with an address at
2 Hanagar Street, Kfar Saba, Israel 44425 ("TTR") and DOUG CARSON & ASSOCIATES
INC. , an Oklahoma corporation with its principal offices at 1515 East Pine St.,
Cushing Oklahoma 74023-9161 ("Licensee").

                               W I T N E S S E T H

        WHEREAS, TTR is in the business of designing, developing, marketing and
distributing, inter-alia, optical media authenticity verification and software
protection products designed to prevent the unauthorized reproduction of
protected software applications and has developed proprietary technology which
prevents the faithful reproduction of optical media;

        WHEREAS, Licensee is in the business inter alia of designing,
developing, marketing and supplying signal processing mastering interface system
configurations for use in the pressed optical media industry;

        WHEREAS, TTR desires to grant Licensee, on an OEM basis, certain
exclusive, non-transferable rights to merge, link, bundle or otherwise integrate
TTR's DiscGuard System (as defined below) into Licensee's products, including
signal processing systems and to advertise, promote, market, distribute and
service the Enhanced MIS (as defined below), and Licensee wishes to accept and
exercise these rights, all on the terms contained herein.

NOW, THEREFORE, in consideration of the terms and conditions hereafter set
forth, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

        As used herein, the following terms shall, unless the context otherwise
requires, have the following meanings ascribed to them:

        1.1    "Enhanced MIS" shall mean the DiscGuard System integrated into a
               MIS (as defined below) where such Enhanced MIS operating in
               conjunction with DiscGuard Enabling Software and with a laser
               beam recorder is able to produce a glass master capable of
               producing DiscGuard Fingerprinted Discs

        1.2    "Development License" is defined in Section 2.1.









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        1.3    "Customer" shall mean an end-user of the Enhanced MIS or a
               DiscGuard enhanced Signal Processing System.

        1.4    "Confidential Information" means any (i) information or material
               disclosed by one party hereto to the other orally or in writing
               which the disclosing party designates in writing as confidential
               at the time of disclosure, (ii) information disclosed orally by
               one party hereto to the other that is designated orally as
               confidential at the time of disclosure and that is described and
               designated as confidential in a written notice from the
               disclosing party to the receiving party within thirty (30) days
               after such disclosure, (iii) secret information regarding the
               internals of the DiscGuard System, whether or not specifically
               designated as confidential, (iv) secret information regarding the
               internals of the Licensee's products, whether or not specifically
               designated as confidential and (v) information regarding
               Licensee's customers, business or plans, whether or not
               specifically designated as confidential. Notwithstanding the
               foregoing, "Confidential Information" shall not include
               information which: (i) becomes generally known other than through
               the receiving party's breach of this Agreement or violation of
               the disclosing party's rights under trade secrets or other law,
               (ii) the receiving party independently develops without reference
               to confidential information of the disclosing party or any third
               party, or (iii) the receiving party acquires from a third party,
               or develops based in part on information acquired from a third
               party, without incurring any obligations of confidentiality
               provided the third party acquired such information without there
               having been a breach of a valid confidentiality agreement.

        1.5    "DiscGuard System" is a TTR proprietary technology which prevents
               the faithful reproduction of all types of optical media (CD-ROM,
               CD-R, DVD-ROM, DVD-R etc.).

        1.6    "DiscGuard Detecting Software" is software [utilizing a distinct
               identification code] that enables an optical disc retrieval
               system to determine whether a disc is protected by the DiscGuard
               System.

        1.7    "DiscGuard Enabling Software" is software used in conjunction
               with an Enhanced MIS and which permits the Enhanced MIS to
               produce DiscGuard protected CD-ROMs and DVDs.

        1.7    "DiscGuard Workstation Software" is a graphical user interface
               and software used to encrypt publisher applications to protect
               them from running unless such applications are on an authentic
               original disc;

        1.8    "Fingerprinted Disc" is a CD-ROM or DVD disc with a
               non-reproducible DiscGuard digital fingerprint that can be
               detected during retrieval to verify that the media is an
               authentic original.

        1.9    "Distributor" shall mean a party that is authorized by Licensee
               to market or license or distribute any MIS.









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                                       3


        1.10   "Licensed Intellectual Property" means all Israel and foreign
               copyrights (including without limitation all renewals and
               extensions thereof), registrations and applications for
               registration of copyright, patents (including without limitation
               continuations, continuations-in-part, reissues and extensions
               thereof), applications for patent (including without limitation
               divisions thereof), trade secrets and other intellectual property
               rights, whether now existing or hereafter created, developed,
               arising or otherwise coming into being, that relate to or cover
               any of DiscGuard System or part thereof, including without
               limitation any intellectual property rights that could be
               violated, infringed or misappropriated by any copying,
               manufacture, use, performance, distribution or other exploitation
               of DiscGuard system or part thereof.

        1.11   "Mastering Interface System(s) ("MIS")" includes a
               software/hardware configuration which formats data and feeds the
               same to a laser beam recorder (the "LBR") that is used in the
               pressed optical media industry to produce a glass master (used to
               produce metal stampers which are, in turn used in replicating
               machines to mass-produce CD-ROMs and DVDs), where such MIS
               utilizes a Signal Processing System (as defined below) that is
               proprietary to the Licensee; and where such MIS is proprietary to
               the Licensee or for which Licensee has exclusive manufacturing
               rights and sells or leases such MIS to a Customer in the regular
               course of business.

        1.12   "Subsidiaries" shall mean companies in which a party owns more
               than 50% of the equity and has voting control.

        1.13   "Signal Processing System" shall mean any system configuration
               designed to provide a modulated signal for creating pre-recorded
               master discs used to produce CDs and DVDs.

                                   ARTICLE II

              GRANT OF LICENSE; UNDERTAKING TO INTEGRATE DISCGUARD;

        2.1    Grant of Development License. TTR hereby grants to Licensee an
               exclusive, non-transferable license under the Licensed
               Intellectual Property to merge, link, bundle or otherwise
               integrate the DiscGuard System into the MIS and Licensee's Signal
               Processing Systems in order to complete the Development defined
               in Section 3.2 (the "Development License").

        2.2    Grant of License. Upon and subject to the completion of the First
               Run, as specified in Section 3.4, TTR hereby grants to Licensee
               an exclusive, non-transferable, royalty-free world-wide license
               under the Licensed Intellectual Property to (hereinafter, the
               "License"):

               (i)    merge, link, bundle or otherwise integrate the DiscGuard
                      System into the MIS or Licensee's Signal Processing System
                      to produce the Enhanced MIS or a DiscGuard enhanced Signal
                      Processing System; and

               (ii)   market, distribute, sell and/or license the Enhanced MIS
                      or DiscGuard









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                                       4


                      enhanced Signal Processing System, directly and indirectly
                      through Subsidiaries and Distributors (the "Sublicensees")
                      to Customers.

               The license granted pursuant to this Section 2.2 (ii) shall be
               exclusive for the period from the date of its grant up to and
               including December 31, 1998; PROVIDED, THAT, in the event
               Licensee shall have sold or upgraded 100 units of MIS to which
               DiscGuard can be integrated to become an Enhanced MIS by such
               date, then the exclusivity granted hereunder shall thereafter be
               extended through December 31, 1999 (the "Exclusive License").
               Within three (3) months preceding December 31, 1999, the Company
               and Licensee shall confer for the purpose of establishing
               mutually acceptable annual minimum unit sales or upgrading
               requirements for purposes of renewing or extending the Exclusive
               License. Subsequent extensions of the period of the Exclusive
               License, if any, shall be subject to the negotiation and approval
               by each of the parties of such additional terms and conditions,
               including minimum unit sales or upgrading requirements, as each
               may, in its sole discretion, deem necessary or desirable.

               So long as the Exclusive License shall remain in effect in
               accordance herewith, with respect to pre-recorded CD and DVD
               discs, TTR shall not authorize any party other than Licensee to
               provide Signal Processing Systems which utilize or work in
               conjunction with the DiscGuard System.

        2.3    TTR Direct Sales and Additional OEM Agreements; Restrictions. It
               is understood between the parties that the intent of this
               Agreement is that Licensee will use its best efforts to cause its
               Enhanced MIS or DiscGuard enhanced Signal Processing System
               products to function in harmony with TTR's DiscGuard System and
               that TTR will market and sell the DiscGuard System directly to
               Customers, software and electronic content providers, title
               publishers and others. Nothing contained herein grants, or shall
               be deemed or interpreted to grant, to Licensee a license or the
               right to distribute or exploit in any manner (i) the DiscGuard
               System (or any component thereof) as a stand-alone product (ii)
               the DiscGuard Detecting Software or (iii) the DiscGuard
               Workstation Software or (iv) the DiscGuard Enabling Software.
               Additionally, this Agreement shall not be construed to limit or
               restrict TTR (other than as set out in Section 2.2(ii) above with
               respect to MIS or DiscGuard enhanced Signal Processing Systems)
               in any way from (i) promoting, granting licenses to and
               installing the DiscGuard System and other TTR products at any
               location and at any end-user customer's facilities, whether
               directly, indirectly, or through a distributor, agent or
               subsidiary and (ii) granting resale, distribution and OEM
               licenses relating to the DiscGuard System to third-parties.

        2.4    Restricted Uses. Licensee is prohibited from changing,
               developing, enhancing or otherwise modifying the DiscGuard System
               (or any component thereof) in any way whatsoever. Licensee shall
               obtain written undertakings from its Sublicensees or to ensure
               that such persons are bound by a like covenant of restriction
               with respect to the use of the Product.









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                                       5


                                   ARTICLE III

                           DEVELOPMENT OF ENHANCED MIS

        3.1    General. This section sets forth the detailed agreement under
               which the DiscGuard System will be integrated into MIS for
               purposes of developing the Enhanced MIS. It is expected that the
               above integration will proceed with all due diligence and that
               the milestone dates set forth in Exhibit A will be met. Each of
               TTR and Licensee recognizes that the completion of this project
               within the time schedule set forth herein is fundamental to this
               Agreement and contemplates the continuing cooperation and good
               will of each party and the assignment to the project of competent
               personnel from each side. Except for any work product developed
               which relates to the DiscGuard System, the Licensed Intellectual
               Property and other related technologies that are proprietary to
               TTR, Licensee shall be the sole owner of all work product
               developed pursuant to this Agreement (whether or not embodied
               within any of Licensee's products) and TTR shall have no rights,
               title and interest therein.

        3.2    Development Tasks. Licensee and TTR shall perform their
               respective development tasks specified in Exhibit A in accordance
               with the development schedule specified therein and the design
               specifications specified in Exhibit B (the "Development").

        3.3    Acceptance Testing. Upon completion of the Development as herein
               provided, TTR shall have ten (10) days in which to review and
               conduct testing of the Development to determine, in its sole
               discretion, whether same is acceptable. In the event that
               following such tests TTR reasonably determines that the
               Development is not acceptable, TTR shall so notify Licensee in a
               writing, setting forth in reasonable detail its objections.
               Within thirty (30) days after delivery of such notice, Licensee
               and TTR shall use their best efforts to deliver an Acceptable
               version of such Development.

        3.4    First Run Sample CDs. Subject to the terms and conditions of a
               written agreement to be entered into by TTR and Nimbus CD
               International Inc., a Delaware corporation ("Nimbus") which is in
               the business of replicating optical media, upon acceptance by TTR
               of Development as provided in Section 3.3, Licensee shall use its
               best efforts to (i) install the Enhanced MIS into a mastering
               machine owned and operated by Nimbus at Nimbus's facility in
               Virginia, and (ii) support a sample test run with respect to the
               processing component of Licensee's Signal Processing System,
               according to the specifications described in a written agreement
               with Nimbus, of 1,000 sample Fingerprinted Discs (CD-ROMs) (the
               "First Run"). Any financial arrangements related to Nimbus
               procuring Licensee's signal processing equipment for use in the
               First Run shall be determined between Licensee and Nimbus.

        3.5    Termination of Development License. In the event that TTR does
               not accept the Development as provided in Section 3. then TTR
               may, at its option and upon written notice to Licensee, terminate
               forthwith the Development License.









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                                       6


                                   ARTICLE IV

          MANNER OF DISTRIBUTION TO LICENSEE; UNDERTAKINGS OF LICENSEE

        4.1    Copies to Licensee; Accompanying Documentation. (i) Promptly upon
               the execution of this Agreement, TTR shall provide Licensee with
               all of the methods, processes, procedures, knowhow, software and
               other materials to use the Licensed Intellectual Property as
               provided for herein to the extent necessary for the Development
               License.

               In the event that a License is entered into pursuant to Section
               2.2 hereunder, for the duration of the License, TTR shall provide
               to Licensee, within five (5) Business Days' of its availability
               for commercial distribution, DiscGuard System upgrades or
               improvements, if any.

        4.2    Undertakings of Licensee. Licensee hereby undertakes that for so
               long as this Agreement is in force and effect, it will use its
               best efforts, in order to complete the Development of the
               Enhanced MIS and to bundle and integrate the DiscGuard System
               with MIS, as provided for hereunder.

               In the event that the License is granted in accordance with the
               provisions of Section 2.2, the Licensee undertakes to perform
               each of the following:

               (i)    Integration of the Product. For the duration of the
                      Exclusive License, Licensee will integrate the DiscGuard
                      System with all of its MIS, as provided for hereunder;

               (ii)   Sale of Enhanced MIS. For the duration of the Exclusive
                      License the Licensee shall use its best efforts to sell
                      the Enhanced MIS to new Customers and to prior purchasers
                      of MIS;

               (iii)  Sublicensees. Every agreement entered into by Licensee
                      with a Sublicensee shall be no less protective of TTR's
                      rights than as provided for in this Agreement. In
                      addition, Licensee agrees to provide to its Customers the
                      documentation attached to this Agreement as Exhibit C
                      informing them of the DiscGuard System. This information
                      documentation may be changed from time to time as agreed
                      to in writing by the parties hereto. Both parties shall
                      act in good faith in the development of such
                      documentation. It is understood that this documentation is
                      to be of approximately one (1) sheet of printed material;

               (iv)   Networking. TTR understands that Licensee, by the
                      nature of its products and position in the industry,
                      supports and enables a variety of formats, technologies
                      and functionalities, some of which are









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                                       7


                      competitive to TTR. Given Licensee's unique position, it
                      must maintain a proper balance of advocacy and objectivity
                      with respect to the various formats, technologies and
                      functionalities. Licensee is willing and able, however, to
                      provide TTR with certain information which may be used by
                      TTR in its efforts to promote, market and sell its
                      DiscGuard System. On or before the first day of January,
                      April, July and October of each year during the term of
                      this Agreement, Licensee shall provide TTR with a written
                      statement setting forth, in reasonable detail, in respect
                      of the previous three month period, information relating
                      to (A) the number and type of Enhanced MISs or DiscGuard
                      enhanced Signal Processing Systems developed and sold or
                      licensed and the (B) names and addresses of all
                      Sublicensees and Customers. Licensee agrees that it will
                      in good faith advocate no less than balanced treatment of
                      TTR's technology vis a vis other competing technologies
                      when the issue arises with respect to standard setting
                      groups under circumstances wherein Licensee is involved in
                      providing input to such groups related to such technology.

               (v)    Competitive Products. TTR understands that Licensee
                      supports and facilitates a wide variety of third party
                      technologies, some of which may be competitive with the
                      DiscGuard System. In the course of carrying out Licensee's
                      business, Licensee will maintain objectivity with respect
                      to the various technologies which may be competitive with
                      the DiscGuard System and will not advocate any particular
                      technology (or derivative product or component) at the
                      expense of DiscGuard.

        4.3    Undertakings of TTR. TTR shall use its best efforts to introduce
               Licensee to software and electronic content developers and title
               publishers who are customers of TTR.

                                    ARTICLE V

                               PROPRIETARY RIGHTS

        5.1    Title to Products. Licensee acknowledges that all of the Licensed
               Intellectual Property is the sole property of TTR., and Licensee
               shall not obtain any interest of any kind in the DiscGuard System
               by or through this Agreement except as contemplated herein. Any
               modifications, enhancements or improvements relating to the
               DiscGuard System (whether or not resulting from the
               implementation of this Agreement) which are discovered, invented
               or first reduced to practice by the Licensee shall be the sole
               and exclusive property of TTR, subject to a license, on the terms
               set forth herein, in favor of Licensee. License acknowledges that
               this declaration is vital to TTR and without it TTR would not
               enter into this Agreement. TTR shall provide Licensee with form
               of TTR's patent notice which will be included with each Enhanced
               MIS.

               Likewise, TTR acknowledges that all of the Licensee's products
               are the sole property of Licensee (including but not limited to
               the components of such products which interact with, enable or in
               any way facilitate the functioning of









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                                       8


               the DiscGuard System in coordination them), and TTR shall not
               obtain any interest of any kind in the Licensee's products or any
               part of them by or through this Agreement. Any modifications,
               enhancements or improvements relating to the Licensee's products
               (whether or not resulting from the implementation of this
               Agreement) which are discovered, invented or first reduced to
               practice by the Licensee shall be the sole and exclusive property
               of the Licensee. TTR acknowledges that this declaration is vital
               to Licensee and without it Licensee would not enter into this
               Agreement.

        5.2    Trade Secrets. Licensee acknowledges that the DiscGuard System
               contains trade secrets which are the sole property of TTR and
               which are confidential and are not in the public domain, the
               unauthorized use or disclosure of which may cause irreparable
               harm to TTR.

               TTR acknowledges that the Licensee's products contain trade
               secrets which are the sole property of Licensee and which are
               confidential and are not in the public domain, the unauthorized
               use or disclosure of which may cause irreparable harm to
               Licensee.

        5.3    Trade Names, Trademarks and Service Marks. Licensee acknowledges
               that the trade names, trademarks and service marks used by TTR in
               relation to its DiscGuard System, are the exclusive property of
               TTR. Licensee agrees that it shall not hold itself out as having
               acquired any proprietary right to any trade name, trademark, or
               service mark of TTR by virtue of its use thereof or anything
               herein, except as specifically set forth in this Agreement, and
               any such right shall immediately cease upon the termination or
               cancellation of this Agreement.

               Licensee is expressly authorized to use such trade names,
               trademarks and service marks in promoting, marketing, selling,
               licensing and supporting its products with respect to their
               functionality in supporting the DiscGuard System.

               The authorization contained herein to use and authorize the use
               of any trademarks or tradenames shall cease by the ninetieth
               (90th) day after Licensee has received written notice from TTR to
               the effect that such tradenames or trademark has been superseded
               or replaced by a new tradename or trademark.

               TTR acknowledges that the trade names, trademarks and service
               marks used by Licensee in relation to its products are the
               exclusive property of Licensee. TTR agrees that it shall not hold
               itself out as having acquired any proprietary right to any trade
               name, trademark, or service mark of Licensee by virtue of its use
               thereof or anything herein, except as specifically set forth in
               this Agreement, and any such right shall immediately cease upon
               the termination or cancellation of this Agreement. TTR is
               expressly authorized to use such trade names, trademarks and
               service marks in promoting, marketing, selling, licensing and
               supporting its DiscGuard System with respect to such products'
               functionality in supporting the DiscGuard System.









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                                       9


               The authorization contained herein to use and authorize the use
               of any trademarks or tradenames shall cease by the ninetieth
               (90th) day after TTR has received written notice from Licensee to
               the effect that such tradenames or trademark has been superseded
               or replaced by a new tradename or trademark.

                                   ARTICLE VI

                          REPRESENTATIONS & WARRANTIES

        6.1    TTR's Representations and Warranties. TTR hereby represents and
               warrants to Licensee that:

               (i)    TTR is a private company duly formed and validly existing
                      under the laws of the State of Israel;

               (ii)   TTR has the necessary corporate power and authority to
                      enter into this Agreement and to perform hereunder, and
                      TTR's execution, delivery and performance of this
                      Agreement has been duly authorized by all necessary
                      corporate actions;

               (iii)  Neither the execution or delivery of this Agreement nor
                      the performance by TTR hereunder will violate any
                      provision of TTR's charter documents or articles any
                      agreement by which it is currently bound;

               (iv)   TTR owns and has all of the rights to the intellectual
                      property incorporated into the DiscGuard System which are
                      necessary for TTR to grant the Licenses and perform all of
                      its obligations under this Agreement.

        6.2    Licensee's Representations and Warranties. Licensee hereby
               represents and warrants to TTR that:

               (i)    Licensee is a private company duly formed and validly
                      existing under the laws of the State of Oklahoma;

               (ii)   Licensee has the necessary corporate power and authority
                      to enter into this Agreement and to perform hereunder, and
                      Licensee's execution, delivery and performance of this
                      Agreement has been duly authorized by all necessary
                      corporate actions; and,

               (iii)  Neither the execution or delivery of this Agreement nor
                      the performance by Licensee hereunder will violate any
                      provision of Licensee's charter documents or articles or
                      any agreement by which it is currently bound.

                                   ARTICLE VII

                     WARRANTIES, LIABILITY & INDEMNIFICATION









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                                       10


        7.1    Warranties. IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR
               PURPOSE, SATISFACTION AND MERCHANTABILITY SHALL NOT APPLY TO
               DISCGUARD SYSTEMS, OR TO MIS, ENHANCED MIS OR ANY OTHER OF
               LICENSEE'S PRODUCTS.

        7.2    Limitation on Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE
               IN RESPECT OF OR ARISING OUT OF THE PERFORMANCE AND/OR BREACH OF
               ITS OBLIGATIONS HEREUNDER FOR ANY INDIRECT, INCIDENTAL OR SPECIAL
               OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE,
               DATA OR USE, INCURRED BY THE OTHER PARTY WHETHER IN AN ACTION IN
               CONTRACT OR TORT, EVEN IF THAT PARTY OR ANY OTHER PERSON HAS BEEN
               ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

        7.3    Indemnity. TTR shall indemnify and hold Licensee and its
               Subsidiaries and their customers harmless from all loss, damage
               and/or expenses (including attorney's fees) arising out of any
               claims by third parties that the use of the DiscGuard System
               furnished to Licensee hereunder infringes any patent, trademark,
               copyright or other proprietary interest. Licensee shall promptly
               notify TTR in writing of such claim and permits TTR to control
               the defense or settlement thereof. TTR shall vigorously defend
               against any such claim. TTR may, at its sole option and expense
               (i) procure for the Licensee the right to continue using the
               infringing product (ii) modify the infringing product so that it
               is noninfringing (iii) procure a replacement product that has
               substantially the same functionality, or if none of the above
               options is reasonably available (iv) terminate this Agreement and
               all sublicenses granted hereunder. The foregoing obligation will
               not cover any claim of infringement solely resulting from the use
               of the Enhanced MIS or Licensee's DiscGuard enhanced Signal
               Processing Systems, if such infringement could have been avoided
               by use of the DiscGuard System alone.

               Licensee shall indemnify and hold TTR harmless from all loss,
               damage and/or expenses (including attorney's fees) arising out of
               any claims by third parties that the use of its products in
               combination with the DiscGuard System furnished to the Licensee
               hereunder infringes any patent, trademark, copyright or other
               proprietary interest. TTR shall promptly notify Licensee in
               writing of such claim and permit Licensee to control the defense
               or settlement thereof. Licensee may, at its sole option and
               expense (i) procure for the TTR the right to continue using the
               infringing product (ii) modify the infringing product so that it
               is noninfringing (iii) procure a replacement product that has
               substantially the same functionality, or if none of the above
               options is reasonably available (iv) terminate this Agreement.
               The foregoing obligation will not cover any claim of infringement
               solely resulting from the use of such product in combination with
               DiscGuard, if such infringement could have been avoided by use of
               the License's product alone.









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                                       11


        7.4    No Unauthorized Use or Disclosure. Each party shall: (i) hold in
               confidence, and not disclose or reveal to any person or entity,
               any Confidential Information of the other party without the clear
               and express prior written consent of a duly authorized
               representative of such other party, except that a party receiving
               Confidential Information from the other party may reveal such
               information solely to its employees or contractors or consultants
               who require such disclosure to allow such receiving party to
               perform its obligations or exercise its rights under this
               Agreement and who agree in writing to refrain from making any
               unauthorized use or disclosure thereof; and (ii) not use any
               Confidential Information of the other party for any purpose at
               any time, other than for the purpose(s) of performing its
               obligations or exercising its rights under this Agreement. Each
               party shall protect the Confidential Information of the other
               party using at least the same degree of care it uses to protect
               its own proprietary and confidential information and materials of
               like importance, but in no event less care than a reasonably
               prudent business person would take in a like or similar
               situation. Each party shall return any Confidential Information
               of the other upon written request, except to the extent that
               doing so would undermine or interfere with the exercise by the
               receiving party of its rights under this Agreement. These
               obligations of confidentiality shall relate back to the date of
               the original nondisclosure agreement between the parties and to
               the Memorandum of Understanding dated April 14, 1997, and shall
               cover all confidential information exchanged between the parties
               pursuant to those documents.

        7.5    Disclosure Of Confidential Information Pursuant To Subpoena. If a
               party to this Agreement is served with a subpoena which seeks to
               compel the production of Confidential Information of the other
               party to this Agreement, the party upon whom such subpoena is
               served shall immediately give written notice of such subpoena to
               the other party to this Agreement, unless such party is
               prohibited by law from providing such notice. The parties to this
               Agreement shall then cooperate with one another for the purpose
               of obtaining such relief as will protect the Confidential
               Information. Should a motion be timely filed and served and the
               party upon whom such subpoena is served is notified in writing
               thereof before the date upon which such production is requested,
               the party upon whom such subpoena is served shall not comply with
               such subpoena until after such time as the court rules on the
               subject motion. Should such order be obtained, the party upon
               whom such subpoena is served shall comply with the order. Should
               no such motion be filed before the scheduled production date, the
               party upon whom such subpoena is served may comply with such
               subpoena.

        7.6    Terms of Agreement. Each party shall treat the terms of this
               Agreement as confidential and shall not disclose such terms,
               except that disclosure of such terms shall be permitted (i) as
               provided in Section 7.5 with respect to Confidential Information,
               (ii) to accountants, attorneys and other professionals providing
               services to the disclosing party to the extent that such
               professionals are notified of the confidential nature of such
               terms.

        7.7    No Compete. ******* Confidential material omitted and separately
               filed with the SEC.









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                                       12


                                  ARTICLE VIII

                              DEFAULT & TERMINATION

        8.1    Effectiveness; Term of Agreement. This Agreement shall become
               effective upon signature by each of the parties hereto and,
               unless terminated as herein provided, shall continue in full
               force and effect for five (5) years thereafter, unless extended
               in accordance with the provisions of Section 2.2(ii); provided,
               that, this Agreement shall be automatically renewable for
               additional one (1) year periods upon expiry subject to the mutual
               written agreement of the parties

        8.2    Right to Terminate.

               (i)    TTR shall be entitled to terminate the Development License
                      and this Agreement in the event that TTR shall determine
                      the Development is not acceptable in accordance with the
                      provisions of Section 3.3 hereof,

               (ii)   TTR shall be entitled to terminate the Development License
                      and this Agreement in the event that the First Run is not
                      completed to TTR's satisfaction by in accordance with the
                      provisions of Section 3.4,

               (iii)  Either party may terminate this Agreement upon the other's
                      breach of a material term, covenant or undertaking in this
                      Agreement if, within thirty (30) days following the
                      delivery of a written notice to the defaulting party
                      setting forth in reasonable detail the basis of such
                      default and the remedial action required to be taken to
                      rectify such default, the defaulting party has not
                      rectified such default to the reasonable satisfaction of
                      the non-defaulting party .

               (iv)   Either Party hereto may, at its option terminate this
                      Agreement should the other Party hereto:

                      (a)    Admit in writing its inability to pay its debts
                             generally as they become due

                      (b)    Make a general assignment for the benefit of
                             creditors.

                      (c)    Institute proceedings to be adjudicated a voluntary
                             bankrupt, or consent to the filing of a petition of
                             bankruptcy against it.

                      (d)    Be adjudicated by a court of competent jurisdiction
                             as being bankrupt or insolvent.

                      (e)    Seek reorganization under any bankruptcy act, or
                             consent to the filing of a petition seeking such
                             reorganization; or

                      (f)    Have a decree entered against it by a court of
                             competent









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                                       13


                             jurisdiction appointing a receiver, liquidator,
                             trustee, or assignee in bankruptcy or in insolvency
                             covering all or substantially all of such party's
                             property or providing for the liquidation of such
                             party's property or business affairs.

               Notwithstanding anything to the contrary contained herein, for a
               period not exceeding ninety (90) days following the effective
               termination (for whatever reason) of this Agreement, Licensee and
               Sublicensees shall be permitted to continue to distribute their
               existing inventory of the Enhanced MIS, subject to (and in
               accordance with) the terms and conditions contained in this
               Agreement.

               8.3    Effect of Termination or Expiration. Upon the termination
                      of this Agreement for any reason whatsoever:

                      (a) the rights of Licensee and its Sublicensees to
                      continue distributing the Enhanced MISs shall cease;
                      provided, however, that all end-user Enhanced MIS licenses
                      properly granted by Licensee or Sublicensees prior to such
                      termination shall continue in full force and effect in
                      accordance with their terms;

                      (b) Licensee shall, and shall cause its Sublicensees,
                      promptly return to TTR, erase and/or destroy all
                      materials, copies of documentation and all information and
                      literature relating to DiscGuard System which shall have
                      been provided by TTR to Licensee or reproduced by Licensee
                      (or by such Sublicensees); provided, however, that
                      Licensee may retain sufficient and reasonable material and
                      a number of copies of the documentation to enable Licensee
                      to continue to provide maintenance services to its
                      installed base of Customers. Upon such return, erasure
                      and/or destruction, Licensee shall confirm in writing to
                      TTR that it has complied with its obligations under this
                      paragraph.

                      (c) Each party shall promptly return to the Disclosing
                      Party, and/or erase or destroy all copies of any
                      Confidential Information in the possession of such party
                      or its Subsidiaries, provided, however, that Licensee may
                      retain sufficient and reasonable material and a number of
                      copies of the documentation to enable Licensee to continue
                      to provide maintenance services to its installed base of
                      Customers.. Upon such return, erasure and/or destruction,
                      such party shall confirm in writing to the Disclosing
                      Party that it has complied with its obligations under this
                      section.

        8.4    Survival. Articles V, VII, VIII, and IX of this Agreement shall
               survive the termination and/or expiration of this Agreement for
               any reason whatsoever.

                                     ARTICLE

                                  MISCELLANEOUS

        9.1    Relationship. The relationship between TTR and Licensee is that
               of









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<PAGE>
                                       14


               independent contractors and parties to a license for the Products
               in accordance with this Agreement. Neither party is in any way
               the agent or attorney in fact of the other, nor shall either
               party or any of its respective agents or employees have any power
               or authority to assume any obligation of any kind, implied or
               expressed, on behalf of the other or to bind the other to any
               contract, commitment or agreement whatsoever, or to make any
               representation on the other's behalf. This Agreement shall not be
               construed as constituting either party as the partner or joint
               venture of the other, nor to create any form of legal association
               which would impose liability upon one party for the acts or
               failures to act of the other.

        9.2    Force Majeure. Neither party shall be liable for reasonable
               delays in the performance of its obligations under this Agreement
               which result from causes beyond its reasonable control, including
               without limitation acts of God, strikes, war, riot, civil
               disorder, embargo, acts of civil and military authorities, fire,
               earthquake, flood or inability to obtain labor or materials.

        9.3    Assignability; Binding Effect. Licensee may not assign this
               Agreement without the prior written consent of TTR, which consent
               shall not be unreasonably withheld or delayed, except that, upon
               notice to the other party but without any requirement to obtain
               consent, (i) Licensee may assign this Agreement in connection
               with the sale or other transfer of substantially all of its
               operating assets relating to all of its MIS, other than a sale to
               a direct competitor (or affiliate of a direct competitor) of TTR.

               Subject to the provisions of this Section, this Agreement shall
               be binding upon and shall inure to the benefit of the parties
               hereto and their respective successors and assigns.

        9.4    Entire Agreement. This Agreement, including all recitals in the
               preamble hereto and Exhibits attached hereto, sets forth the
               entire agreement and understanding between the parties, contains
               all the understandings, inducements, promises and representations
               between the parties relating to the matters referred to herein,
               and merges and supersedes all prior agreements, commitments,
               arrangements, representations, writings and discussions between
               them, whether written or oral, provided, however, that the
               confidentiality provisions of any prior nondisclosure agreement
               between the parties shall remain in full force and effect
               according to their terms.

               This Agreement may not be modified or amended except by a written
               supplement, duly executed by each of the parties.

        9.5    Notices. Any notice, demand or communication which under the
               terms of this Agreement or otherwise must or may be given or made
               by TTR or Licensee shall be in writing and shall be given or made
               by facsimile with confirmation of receipt, certified or
               registered air mail, return receipt requested, or any delivery
               services, requiring signature of receipt, addressed to the
               respective parties as follows:









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<PAGE>
                                       15


                             Licensee

                             TTR

                             TTR TECHNOLOGIES LTD.
                             2 HANAGAR ST.
                             KFAR SAVA, 42225
                             ISRAEL

                             FAX: +972 9 766-2394

               Such notice, demand or other communications shall be deemed to
               have been given on the date confirmed as the actual date of
               delivery by the delivery service if sent by such service, and in
               the case of certified or registered air mail - fifteen (15) days
               following the date on which it was deposited postage prepaid in
               the U.S. or Israeli mail (or the date shown on the actual mail
               receipt if it is earlier).

               The above addresses may be changed at any time by giving prior
               written notice as provided above.

        9.6    Severability. Each provision of this Agreement or part thereof
               shall be severable. If, for any reason, any such provision or
               part thereof is finally determined, by a court of agency having
               valid jurisdiction, to be invalid and contrary to, or in
               conflict with, any existing or future law or regulation, such
               determination shall not impair the operation of or affect the
               remaining provisions of this Agreement, and such remaining
               provisions will continue to be given full force and effect and
               shall continue to bind the parties.

        9.7    Enforcement. The respective rights and remedies of each party are
               cumulative, and no exercise or enforcement by either party of any
               right or remedy hereunder shall preclude the exercise or
               enforcement by such party of any other right or remedy hereunder,
               or which such party is entitled by law to enforce. Each party may
               waive any obligation of or restriction upon the other party under
               this Agreement only in writing. No failure, refusal, neglect,
               delay, waiver, forbearance or omission of either party to
               exercise any right under this Agreement or to insist upon full
               compliance by the other with its obligations hereunder shall
               constitute a waiver or any provision of this Agreement.

        9.8    Construction. The headings appearing at the beginning of each
               section of this Agreement are for convenience only and shall not
               in any way affect the meaning or interpretation of this
               Agreement. The recitals shall be deemed to be part of









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<PAGE>
                                       16


               this Agreement. From time to time this Agreement and any of the
               Exhibits hereto may be modified by the parties in accordance with
               Section 9.4 of this Agreement. As so modified, such exhibits
               shall be considered part of this Agreement.

        9.9    Dispute Resolution; Governing Law. This Agreement shall be
               construed and enforced in accordance with the substantive laws of
               (i) the State of Oklahoma applicable to contracts wholly executed
               and performed therein in any action instituted by TTR and
               (ii) the State of New York, in any action instituted by the
               Licensee. The Parties agree and consent to the jurisdiction
               of the courts in the location of the defendant in any action
               (which in the case of TTR shall be New York, NY and in the case
               of Licensee shall be Cushing, Oklahoma).

        9.10   Press Releases. The parties shall issue a media release to the
               public (in a form that has been approved in writing by both
               parties) to announce the business relationship being created by
               this Agreement.

        IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
        duly executed on its behalf as of the date first written above.

                                            TTR TECHNOLOGIES LTD.

                                            By: ________________

                                            Title:


                                            DOUG CARSON AND ASSOCIATES INC.

                                            By: __________________

                                            Title:









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<PAGE>
                                       17


                                   Exhibit "A"

               3.2: Development Tasks and Development Schedule; Milestone Dates

***** material omitted for reasons of confidentiality and filed separately with
the Securities and Exchange Commission








<PAGE>

<PAGE>
                                       18


                                   Exhibit "B"

                           3.2: Design Specifications

******* Confidential material omitted and filed separately with the Securities
and Exchange Commission








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<PAGE>
                                       19


                             Exhibit "C"

               4.2 (iii): Sample Documentation to be provided with Enhanced MIS

******* Confidential material omitted and filed separately with the Securities
and Exchange Commission.




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