<PAGE>
                                    EX. 10.14

                      DEVELOPMENT & OEM LICENSING AGREEMENT

        This DEVELOPMENT & OEM LICENSING AGREEMENT is entered into and made
effective as of the 24th day of November, 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
Street, Cushing, Oklahoma 74023-9161, ("Developer") and Nimbus CD International,
Inc., a Delaware corporation with principle offices at 623 Welsh Run Road,
Ruckersville, Virginia and its subsidiaries ("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 content and has developed proprietary
technology which prevents the faithful reproduction of optical media;

        WHEREAS, Developer is in the business of designing, developing,
marketing and supplying mastering interface systems ("MIS" as defined below)
used to create CD and DVD optical disc glass masters;

        WHEREAS, Developer is developing a MIS which integrates the DiscGuard
System (as defined below) for use on laser mastering machines (the "Enhanced
MIS") ;

        WHEREAS, Licensee is in the business of replicating optical media;

        WHEREAS, Licensee desires to integrate the Enhanced MIS into its laser
mastering machines in order to produce DiscGuard System enhanced glass masters
which are used to produce metal stampers which, in turn, produce CD-ROMs and
DVDs, 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
required, have the following meanings ascribed to them:


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        1.1    "Customer" shall mean a software developer, title publisher or
               electronic content provider.

        1.2    "Confidential Information" means any (i) information or material
               disclosed by one party hereto to the other 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) hardware and secret information
               regarding the internals of the DiscGuard System, DiscGuard System
               enhanced discs, MIS, Enhanced MIS and Licensee's Mastering
               Machines, whether or not specifically designated as confidential,
               and (iv) information regarding a Party's customers, 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 a
               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.

        1.3    "DCA Intellectual Property" means all United States 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 MIS (as defined below) 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 MIS or part thereof.

        1.4    "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.).

        1.5    "DiscGuard Detecting Software" is software utilizing a distinct
               identification code that enables an optical disc retrieval system
               to determine whether a disc is a Fingerprinted Disc.

        1.6    "DiscGuard Enabling Software" is software used in conjunction
               with an Enhanced MIS and which enables the Enhanced MIS to
               produce Fingerprinted Discs.



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        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 a Fingerprinted
               disc. This software also provides authorization capability so
               that only a run authorized by TTR is allowed.

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

        1.9    "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.

        1.10   "Mastering Interface System(s) ("MIS")" means a software
               configuration which formats data and feeds the same to a laser
               beam recorder (the "LBR") that is used solely in the pressed
               optical media industry to produce a glass master (used to produce
               metal stampers which, in turn, are used in replicating machines
               to produce optical media); and where such MIS is proprietary to
               the Developer or for which Developer has exclusive manufacturing
               rights and sells or leases such MIS in the regular course of
               business.

        1.11   "Subsidiaries" means any company in which a party hereto holds
               more than 50% of the voting equity.


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                                   ARTICLE II

              GRANT OF LICENSE; UNDERTAKING TO INTEGRATE DISCGUARD

        2.1    Grant of TTR Development License. TTR hereby grants to Licensee a
               non-exclusive, non-transferable license to merge, link, bundle or
               otherwise integrate the DiscGuard Enabling Software into
               Licensee's laser mastering machines ("Licensee Mastering
               Machine(s)") which produce glass masters which are used to
               produce metal stampers which, in turn, are used in replicating
               machines to produce CD-ROMs and DVDs (hereafter sometimes
               referred to as "disc(s)") in order to complete the Test Samples
               described in Section 3.1.

        2.2    Grant of Developer Development License. Developer hereby grants
               to Licensee a non-exclusive, non-transferable license to
               integrate into and use the Enhanced MIS with one Licensee
               Mastering Machine in order to complete the Test Samples described
               in Section 3.1

        2.3    Grant of Exclusive Production License. Upon and subject to
               completion of the First Run, as defined in Section 3.4, TTR
               hereby grants to Licensee an exclusive, non-transferable,
               worldwide license to;

               i.    merge, link, bundle or otherwise integrate the DiscGuard
                     Enabling Software into Licensee's Mastering Machines;

               ii.   duplicate the DiscGuard Enabling Software for purposes
                     related to integration; and

               iii.  use the DiscGuard Enabling Software to replicate
                     Fingerprinted Discs for Customers.

                     The license granted pursuant to this sub-section 2.3 (iii)
                     shall be exclusive for a period of six (6) months from the
                     date of its grant (the "Exclusive License period").
                     Notwithstanding the above, during the Exclusive License
                     Period, TTR and Developer shall each be authorized to
                     market, distribute and integrate directly and indirectly
                     the DiscGuard Enabling Software on third party laser
                     mastering machines and to produce Fingerprinted Discs so
                     long as no Fingerprinted Discs are sold thereon during the
                     Exclusive License Period. The license granted pursuant to
                     this Section 2.3 shall be called the "License".

        2.4    Grant of Non-Exclusive Production License. Upon the end of the
               Exclusive License Period, TTR hereby grants to Licensee a non-
               exclusive, non-transferable, world-wide license to;

               i.    merge, link, bundle or otherwise integrate the DiscGuard
                     Enabling Software into Licensee's Mastering Machines;

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               ii.   duplicate the DiscGuard Enabling Software for purposes
                     related to integration; and

               iii.  use the DiscGuard Enabling Software to replicate
                     Fingerprinted Discs for Customers.

        The parties acknowledge that the provisions of sections 2.1-2.4, inter
        alia, apply separately to both CD-ROMs and DVDs.

        2.5    Additional OEM Agreements; Restrictions. 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 Enhanced MIS (or any component thereof)
               as a stand-alone product or (ii) the DiscGuard Detecting Software
               or (iii) the DiscGuard Workstation Software. Additionally, this
               Agreement shall not be construed to limit or restrict TTR (other
               than as set out in Section 2.3 above) or Developer in any way
               from (i) promoting, granting licenses to and installing the
               DiscGuard System and other TTR products or the Enhanced MIS and
               other Developer products at any location and at 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 or
               Enhanced MIS to third-parties.

        2.6    Restricted Uses. Licensee is prohibited from changing,
               developing, enhancing or otherwise modifying the DiscGuard System
               or Enhanced MIS (or any component thereof) in any way whatsoever.

        2.7    Compliance. Each Party will comply with all applicable laws and
               regulations and ordinances including, but not limited to, the
               regulations of the U.S. Government relating to the export of
               commodities and technical data insofar as they relate to the
               activities under this Agreement and the laws of the European
               Economic Commission, to the extent such laws and regulations are
               applicable.


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                                   ARTICLE III

               DEVELOPMENT OF DISCGUARD ENHANCED MASTERING MACHINE

        3.1    General. This section sets forth the detailed agreement for the
               setting up of work procedures and under which the Enhanced MIS
               and DiscGuard Enabling Software will be integrated into a
               Licensee Mastering Machine for the purposes of producing a
               DiscGuard System enhanced glass master and a test run of twenty
               (20) DiscGuard System protected CD-ROMs and a test run of twenty
               (20) DiscGuard System protected DVDs (the "Test Sample(s)"). 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. The CD-ROM Test Sample and the DVD Test Sample are
               expected to be completed at different dates as set out in the
               Exhibits attached hereto. Each of TTR , Developer 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.

        3.2    Development Tasks. Licensee, Developer 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 each of the Tests Samples
               as herein provided, TTR shall review and conduct testing of the
               discs to determine, in its sole discretion, whether such CD-ROM
               Test Sample or DVD Test Sample is acceptable and shall notify
               Developer and Licensee of such approval ("Acceptable"). In the
               event that following such tests TTR determines that either of the
               Test Samples is not Acceptable, all parties will undertake to
               make process adjustments and will undertake continuing test runs
               and TTR agrees to pay 50% of Licensee's costs.

        3.4    Samples. Within 14 days after the CD-ROM or DVD Test Sample is
               found Acceptable, Licensee shall, at its expense, provide TTR
               with 1,000 Fingerprinted discs (CD-ROM or DVD as the case may
               be), packaged in Jewel boxes with booklets (2 pages maximum) and
               inlays and overwrapped ("First Run"). TTR shall provide Licensee
               with artwork to be used in the above packaging, booklets and
               inlays. TTR shall bear the cost of shipping these 1,000 discs.

        3.5    Termination of Development License. In the event that TTR does
               not find a Test Sample Acceptable as provided in Section 3.3 or
               for whatever reason a Test Sample is not completed by January 31,
               1998, then TTR may, at its option


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<PAGE>

               and upon written notice to Licensee and Developer, terminate
               forthwith this Agreement with respect to the media of such Test
               Sample (CD-ROM or DVD as the case may be).


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                                   ARTICLE IV

                             UNDERTAKINGS OF PARTIES

        4.1    Undertakings of TTR. (i) Promptly upon the execution of this
               Agreement, and for the duration of the Development, TTR shall
               provide Licensee with DiscGuard Enabling Software and other
               materials to the extent necessary for its integration into a
               Licensee Mastering Machine.

               In the event that the License is entered into pursuant to
               Sections 2.3 and 2.4, for the duration of the License, TTR shall
               provide to Licensee, within five (5) Business Days' of its
               availability for commercial distribution, DiscGuard Enabling
               Software upgrades or improvements, if any.

        4.2    For the duration of the Exclusive License Period, TTR shall refer
               all potential Customers interested in the DiscGuard System to the
               Licensee.

        4.3    Undertakings of Licensee. The Licensee undertakes to perform each
               of the following:

               i.     Integration of the Product. For the duration of the
                      Exclusive License Period, Licensee will integrate the
                      DiscGuard Enabling Software and Enhanced MIS, as provided
                      for hereunder;

               ii.    Non-Compete. *** [Omitted material; Confidential Treatment
                      Requested]

               iii.   Sublicense. Every agreement entered into by Licensee with
                      a Customer shall be no less protective of TTR's rights
                      than as provided for in this Agreement. Licensee shall
                      notify its Customers and provide documentation, with each
                      Fingerprinted Disc order, about the DiscGuard System,
                      stating that the DiscGuard System shall only be used with
                      DiscGuard Detecting Software and DiscGuard Workstation
                      Software which must be licensed from TTR under a separate
                      agreement.

               iv.    Networking. Within thirty (30) days after the end of each
                      Calendar Quarter, Licensee shall provide TTR with a
                      written statement setting forth, in reasonable detail, in
                      respect of the previous three month period, with prior
                      approval of Licensee's customers (for which Licensee shall
                      use reasonable commercial efforts to obtain), names and
                      addresses of all Customers for that period. Such
                      information will be treated as Confidential Information.

               v.     Purchase of Enhanced MIS. Within forty five (45) days of
                      expiration of the Exclusive License Period, Licensee shall
                      return to the Developer the Enhanced MIS and any
                      improvements and documentation concerning the same, unless
                      Licensee shall have purchased the Enhanced MIS from the
                      Developer for a purchase price agreed to by TTR, Licensee
                      and Developer.



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        4.4    Undertaking of Developer. Promptly upon the execution of this
               Agreement, Developer shall provide Licensee with the Enhanced MIS
               and other materials to the extent necessary for the integration
               into a Licensee Mastering Machine. For the duration of the
               Development and Exclusive License Period, Developer shall provide
               to Licensee, within five (5) Business Days' of its availability
               for commercial distribution, upgrades or improvements, if any, to
               the Enhanced MIS.


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                                    ARTICLE V

                                  LICENSE FEES

        5.1    Royalties. In consideration of the rights granted to Licensee
               pursuant to Section 2.3 and 2.4, Licensee shall, within
               thirty (30) days after the end of each calender quarter, pay
               TTR fifty (50%) percent of the premium charged and received by
               Licensee for each Fingerprinted disc sold by or on behalf of
               Licensee, and in any event not less than $0.075 shall be paid
               to TTR per such disc (the "Royalties"). *** [Omitted material;
               Confidential treatment requested] Confidential Material omitted
               and separately filed with the Securities and Exchange Commission

        5.2    Mastering Charge. With respect to each DiscGuard System protected
               title sold or distributed by or on behalf of Licensee, Licensee
               shall charge Customer a premium mastering charge. Within thirty
               (30) days after the end of each calendar quarter, Licensee shall
               pay TTR $1,000 from each such mastering premium charge received.
               Such charge shall be collected on a per title and on a per
               production site basis and not per glass master used in producing
               such title.

        5.3    Royalty and Mastering Charge Review. *** Confidential material
               omitted and separately filed with the Securities and Exchange
               Commission

        5.4    Reports. Within thirty (30) days after the end of each calendar
               quarter, Licensee shall submit to TTR a report detailing its
               calculation of any amounts owing to TTR pursuant to this Article
               5 for such quarter, broken down as reasonably requested by TTR to
               the extent required to ensure the accuracy of payments hereunder.

        5.5    Audit. TTR may request an audit of Licensee's books and records
               by a nationally recognized independent public accounting firm not
               more than twice in any one (1) year period upon ten (10) days
               prior written notice to Licensee to confirm Licensee's compliance
               with its obligations under this Article 5. Any such audit shall
               be performed at Licensee's offices during its regular business
               hours in a manner intended not to interfere with its operations.
               Licensee shall assist and cooperate with the auditors to any
               reasonable extent necessary to allow them to perform their
               functions. If any audit reveals an underpayment, Licensee shall
               immediately pay such underpayment; if any audit reveals a net
               underpayment of more than five percent (5%), Licensee shall pay
               the costs of the audit and TTR may conduct a follow up audit at
               any time upon ten (10) days prior written notice, and Licensee
               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; and if any audit reveals an
               underpayment of more than ten percent (10%), TTR may terminate
               this Agreement upon thirty (30) days prior written notice to
               Licensee unless such underpayment was inadvertent, in which event
               Licensee shall promptly use its best efforts to correct its
               procedures to avoid such underpayments in the future, and TTR may
               in any event terminate this Agreement upon thirty (30) days
               notice if any subsequent audit reveals a net underpayment of more
               than ten percent (10%).


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                                   ARTICLE VI

                               PROPRIETARY RIGHTS

        6.1    Title to Products. Licensee and Developer acknowledge that all of
               the Licensed Intellectual Property is the sole property of TTR,
               and Licensee and Developer 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
               or Developer shall be the sole and exclusive property of TTR,
               subject to a license, on the terms set forth herein, in favor of
               Licensee. Licensee and Developer acknowledge that this
               declaration is vital to TTR and without it TTR would not enter
               into this Agreement. All DiscGuard System protected media sold by
               Licensee and all related documentation shall bear TTR's patent
               notice in a form mutually agreed by the Parties.

        6.2    Title. Licensee and TTR acknowledge that all of the DCA
               Intellectual Property is the sole property of Developer, and
               Licensee shall not obtain any interest of any kind in the MIS by
               or through this Agreement except as contemplated herein. Any
               modifications, enhancements or improvements relating to the MIS
               (whether or not resulting from the implementation of this
               Agreement) which are discovered, invented or first reduced to
               practice by the Licensee or TTR shall be the sole and exclusive
               property of Developer, subject to a license, on the terms set
               forth herein, in favor of Licensee. Licensee acknowledges that
               this declaration is vital to Developer and without it Developer
               would not enter into this Agreement.

        6.3    Trade Secrets. Licensee and Developer acknowledge 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.

        6.4    Trade Names, Trademarks and Service Marks. Licensee and Developer
               acknowledge 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 shall
               be permitted to use exclusively the name DiscGuard in any
               advertising or promotional material during the Exclusive License
               Period and non-exclusively thereafter.

        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



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               notice from TTR to the effect that such tradenames or trademark
               has been superseded or replaced by a new tradename or trademark.


















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                                   ARTICLE VII

                          REPRESENTATIONS & WARRANTIES

        7.1    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 Licensed
                      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;

               v.     TTR is wholly owned by TTR Inc., a Delaware corporation.

               vi.    TTR represents and warrants that the digital fingerprint
                      contained in a Fingerprinted Disc that is produced under
                      License, in accordance with the specifications of
                      Developer and TTR,

                      (a)    will not be reproducible by conventional CD
                             mastering machines or conventional CD recording
                             systems; and

                      (b)    will not materially hinder the playback function in
                             units of CD-ROM drives listed on Schedule 7.4
                             hereof, subject to the terms provided therein.

               This warranty shall be null and void if Licensee is in default
               under this Agreement or if the non-conformance is due to:

               (a) unauthorized modification of the DiscGuard System; or

               (b) misuse, errors or negligence of Licensee, its employees or
               agents in operating the Enhanced MIS or the DiscGuard System or
               any related technology used in conjunction herewith to produce
               the Fingerprinted Discs; or

               (c ) replication of Fingerprinted Discs not in accordance with
               the specifications of the Developer and TTR; or



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               (d) non-compliance of the units of the CD-ROM drives used with
               the criteria set out in Schedule 7.4 hereof.

               In the event of a breach of this warranty TTR shall, at its
               option, (i) cure the error or defect, (ii) replace such
               Fingerprinted Disc or (iii) remit to Licensee in respect any fee
               received by TTR in respect of such Fingerprinted Disc. TTR shall
               not be obligated to cure any defect, replace any Fingerprinted
               Disc or pay any amount unless Licensee notifies TTR of the
               existence and nature of such defect upon discovery.

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

               i.     Licensee is a public company duly formed and validly
                      existing under the laws of the State of Delaware;

               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.

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

               i.     Developer is a private company duly formed and validly
                      existing under the laws of the State of Oklahoma;

               ii.    Developer has the necessary corporate power and authority
                      to enter into this Agreement and to perform hereunder, and
                      Developer'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 Developer hereunder will violate any
                      provision of Developer's charter documents or articles or
                      any agreement by which it is currently bound;

               iv.    Developer owns and has all of the rights to the
                      intellectual property incorporated into the MIS which are
                      necessary for Developer to grant the license and perform
                      all of its obligations under this Agreement; and



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               v.     The Enhanced MIS is compatible with the Licensee's laser
                      mastering system and, when used in accordance with
                      procedures established for the First Run, allows
                      consistent mastering of DiscGuard glass masters.



















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                                  ARTICLE VIII

                     WARRANTIES, LIABILITY & INDEMNIFICATION

        8.1    Warranties. IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR
               PURPOSE, SATISFACTION AND MERCHANTABILITY SHALL NOT APPLY TO
               DISCGUARD SYSTEMS, ENHANCED MIS, MIS OR LICENSEE'S MASTERING
               MACHINES.

        8.2    Limitation on Liability. IN NO EVENT SHALL ANY 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.

        8.3    Indemnity. Each party shall indemnify and hold the other parties
               and their 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 other party's
               products furnished hereunder infringes any third party patent,
               trademark, copyright or other proprietary interest. The
               indemnified parties shall promptly notify the indemnifying Party
               in writing of such claim and permits the indemnifying party to
               control the defense or settlement thereof. The indemnifying party
               shall vigorously defend against any such claim. The indemnifying
               party 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 non-infringing (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.

        8.4    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



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               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.

        8.5    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.

        8.6    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 8.5 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.

        8.7    Employment of Other Party's Employees. Each party agrees that
               during the continuance of this Agreement and for a period of six
               months after its termination, in whole or in part, it will not
               hire or otherwise contract the services of, whether directly or
               indirectly (i) an employee of the other party (ii) a former
               employee of the other party whose employment with the other party
               ended less than six months prior to the date of such hiring, or
               (iii) any corporation or entity in which such employee or former
               employee is an officer, director or shareholder holding 25% of
               the equity or is employed providing service to that corporation
               or entity, provided, however, that this provision shall not apply
               if the employer or former employer of such individual consents in
               writing to such hiring.

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


                                       17







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<PAGE>

                                   ARTICLE IX

                              DEFAULT & TERMINATION

        9.1    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; 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.

        9.2    Right to Terminate.

               i.     TTR shall be entitled to terminate this Agreement in the
                      event that TTR shall determine the Development of a Test
                      Sample is not Acceptable in accordance with the provisions
                      of Section 3.3 hereof.

               ii.    Any party may terminate this Agreement upon any other
                      party'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.

               iii.   A party hereto may, at its option, terminate this
                      Agreement should any 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 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.

        9.3    Phase Out. 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 shall be permitted to continue to manufacture discs
               under the License in order to complete accepted orders and to


                                       18







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<PAGE>

               distribute its existing inventory of Fingerprinted discs, subject
               to (and in accordance with) the terms and conditions contained in
               this Agreement.

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

               i.     except as set forth in Section 9.3, the rights of Licensee
                      to continue distributing Fingerprinted discs shall cease;

               ii.    Licensee may give its customers a list of licensed
                      replicators;

               iii.   the rights of all Parties to continue the Development
                      shall cease

               iv.    Licensee shall promptly return to TTR, erase and/or
                      destroy all copies of the DiscGuard Enabling Software and
                      documentation and all information and literature relating
                      thereto which shall have been provided to Licensee or
                      reproduced by Licensee. Upon such return, erasure and/or
                      destruction, Licensee shall confirm in writing to TTR that
                      it has complied with its obligations under this section;

               v.     Licensee's obligation to pay the Royalties shall cease,
                      without prejudice to any obligation which has accrued and
                      become due to the termination of this Agreement as herein
                      provided;

               vi.    Licensee shall promptly return to Developer the Enhanced
                      MIS and documentation and all information and literature
                      relating thereto which shall have been provided to
                      Licensee or reproduced by Licensee. Upon such return
                      Licensee shall confirm in writing to Developer that it has
                      complied with its obligations under this section; and

               vii.   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. 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.

        9.5    Survival. Articles 5, 6, 8, 9 and 10 of this Agreement shall
               survive the termination and/or expiration of this Agreement for
               any reason whatsoever.


                                       19







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<PAGE>

                                    ARTICLE X

                                  MISCELLANEOUS

        10.1   Relationship. The relationship between TTR, Licensee and
               Developer is that of independent contractors and parties to
               certain licenses in accordance with this Agreement. Neither party
               is in any way the agent or attorney in fact of the other, nor
               shall any 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 any other or to bind others to
               any contract, commitment or agreement whatsoever, or to make any
               representation on the others' behalf. This Agreement shall not be
               construed as constituting either party as the partner or joint
               venture of the others, nor to create any form of legal
               association which would impose liability upon one party for the
               acts or failures to act of the others.

        10.2   Force Majeure. No 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.

        10.3   Assignability; Binding Effect. Licensee and Developer 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 and Developer may
               assign this Agreement in connection with the sale or other
               transfer of substantially all of its operating assets relating to
               this Agreement, 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.

        10.4   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.

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

        10.5   Notices. Any notice, demand or communication which under the
               terms of this Agreement or otherwise must or may be given or made
               by TTR, Developer or Licensee shall be in writing and shall be
               given or made by facsimile with



                                       20







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<PAGE>

               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:

               Licensee:     Nimbus CD International, Inc.
                             POB 7427
                             Charlottesville, Virginia, 22906
                             Attn: Patrick Byrne, Vice President, Engineering

               TTR:          TTR Technologies Ltd.
                             POB 2295
                             Kfar Saba, 44425, Israel
                             Attn: Arik Shavit, Chief Executive Officer
                      Or     Fax: +972-9-766-2394

               Developer:    Doug Carson & Associates
                             1515 E. Pine St.
                             Cushing, Oklahoma 74023-9161
                             Attn: Doug Carson, Chief Executive Officer

        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) business 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.

        10.6   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.

        10.7   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



                                       21







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<PAGE>

               compliance by the other with its obligations hereunder shall
               constitute a waiver or any provision of this Agreement.

        10.8   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 this
               Agreement. From time to time this Agreement and any of the
               Exhibits hereto may be modified by the parties in accordance with
               Section 10.5 of this Agreement. As so modified, such exhibits
               shall be considered part of this Agreement.

        10.9   Dispute Resolution; Governing Law. This Agreement shall be
               construed and enforced in accordance with the internal laws of
               the State of New York applicable to contracts wholly executed and
               performed therein.

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


                                       22







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<PAGE>

        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.

DOUG CARSON AND ASSOCIATES, INC.            TTR TECHNOLOGIES LTD.

By:__________________                       By: ________________

Title:                                      Title: President

NIMBUS CD INTERNATIONAL INC.

By: __________________

Title:


                                       23







<PAGE>

<PAGE>

                                   EXHIBIT "A"

           DEVELOPMENT TASKS AND DEVELOPMENT SCHEDULE; MILESTONE DATES

******* Confidential material omitted and filed with the SEC.


                                       24







<PAGE>

<PAGE>

                                   EXHIBIT "B"

                              DESIGN SPECIFICATIONS

****** Confidential material omitted and filed separately with the SEC.


                                       25







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<PAGE>

                                  SCHEDULE 7.1

                                  CD-ROM Drives

******* Confidential material omitted and filed separately with the SEC.


                                       26


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