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                            ASSET PURCHASE AGREEMENT





                                     among:





                             TTR TECHNOLOGIES, INC.,

                             a Delaware corporation;





                             TTR TECHNOLOGIES, LTD.,

                             an Israeli corporation;



                            MACROVISION CORPORATION,

                             a Delaware corporation;



                                       and





                            MACROVISION EUROPE LTD.,

                            a United Kingdom company



                          ----------------------------



                          Dated as of November 4, 2002



                          ----------------------------





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                            ASSET PURCHASE AGREEMENT



      THIS ASSET PURCHASE AGREEMENT is entered into as of November 4, 2002, by

and among: TTR TECHNOLOGIES, INC., a Delaware corporation (the "Seller"), TTR

TECHNOLOGIES, LTD., an Israeli corporation and wholly owned subsidiary of the

Seller ("Seller Sub") (collectively, the "Seller Corporations"), MACROVISION

CORPORATION, a Delaware corporation ("Parent") and MACROVISION EUROPE LTD., a

United Kingdom company and a wholly owned subsidiary of Parent (the

"Purchaser"). Certain capitalized terms used in this Agreement are defined in

Exhibit A.



                                    RECITALS



      A. The Seller, Seller Sub, Parent and the Purchaser wish to provide for

the sale by the Seller Corporations to the Purchaser of the Designated Assets

(as defined in Section 1.1) on the terms and subject to the conditions set forth

in this Agreement.



      B. In order to induce Parent and the Purchaser to enter into this

Agreement and to consummate the transactions contemplated by this Agreement,

concurrently with the execution and delivery of this Agreement, certain

stockholders of the Seller (including all of the directors and executive

officers of the Seller) are entering into Voting Agreements and related proxies

in favor of Parent and the Purchaser (the "Voting Agreements"), by which such

stockholders are agreeing to vote in favor of and otherwise approve this

Agreement (including the sale by the Seller of the Designated Assets to the

Purchaser in accordance herewith).



      C. In order to induce Parent and the Purchaser to enter into this

Agreement and to consummate the transactions contemplated by this Agreement,

concurrently with the execution and delivery of this Agreement, the Seller

Corporations are entering into a Noncompetition Agreement in favor of Parent and

the Purchaser, and the Key Employees are entering into Assignment Agreements in

favor of the Purchaser.



      D. This Agreement has been approved by the respective boards of directors

of Parent, the Purchaser, the Seller Corporations, and the Voting Agreements

have been approved by the board of directors of the Seller.



                                    AGREEMENT



      The Parties to this Agreement, intending to be legally bound, agree as

follows:



1. SALE OF DESIGNATED ASSETS; RELATED TRANSACTIONS.



      1.1 Sale of Designated Assets. The Seller Corporations shall cause to be

sold, assigned, transferred, conveyed and delivered to the Purchaser, at the

Closing, good and valid title to the Designated Assets, free of any

Encumbrances, on the terms and subject to the conditions set forth in this

Agreement. For purposes of this Agreement, "Designated Assets" shall mean and

include all of the properties, rights, interests and other tangible and

intangible





                                       1.

<PAGE>



assets of the Seller Corporations that relate in any material respect to the

Business of the Seller Corporations; provided, however, that the Designated

Assets shall not include any Excluded Assets. Without limiting the generality of

the foregoing, the Designated Assets shall include, but not be limited to, the

following:



            (a) Proprietary Assets: (i) All of the Proprietary Assets of the

Seller Corporations (including the Proprietary Assets set forth on Part 1.1 of

the Disclosure Letter), (ii) any counterparts, reissues, divisions, extensions,

continuations and continuations in part related to, and any other patents

claiming priority from, any of the Proprietary Assets of the Seller

Corporations, in each case in any jurisdiction in the world, and (iii) Seller's

optical media software copy protection technology as further described in

Exhibit F to the Alliance Agreement (as defined in Section 5.7 hereof),

including but not limited to its CD and DVD signatures, encoder modules and

other technology, and all improvements and enhancements thereto, goodwill and

similar or related assets;



            (b) Seller Contracts: All rights of the Seller Corporations under

the Seller Contracts (including the Seller Contracts identified on Part 1.1 of

the Disclosure Letter);



            (c) Governmental Authorizations: All Governmental Authorizations

held by the Seller Corporations (including the Governmental Authorizations

identified in Part 2.10 of the Disclosure Letter) relating to the Designated

Assets;



            (d) Claims: All claims (including claims for past infringement of

Proprietary Assets) and causes of action of the Seller Corporations against

other Persons relating to the Designated Assets (regardless of whether or not

such claims and causes of action have been asserted by the Seller Corporations),

and all rights of indemnity, warranty rights, rights of contribution, rights to

refunds, rights of reimbursement and other rights of recovery possessed by the

Seller Corporations relating to the Business (regardless of whether such rights

are currently exercisable);



            (e) Books and Records: All books, records, files and data of the

Seller Corporations relating to the Designated Assets, not including, however,

the Retained Books and Records;



            Proceeds: Without limiting any restriction contained herein on any

such sale or other disposition, an amount of cash and receivables equal to the

gross proceeds from the sale or other disposition of any of the Designated

Assets after the date hereof;



            (f) Goodwill: All goodwill associated with the Designated Assets or

the Business;



            (g) Post-Closing Revenues: All rights of the Seller Corporations to

receive cash, if any, following the Closing Date under or pursuant to any Seller

Contract or otherwise relating to the Business; and



            (h) Identified Assets and Rights: All other assets and rights

identified in Part 1.1 of the Disclosure Letter.





                                       2.

<PAGE>



      1.2 Excluded Assets. The Seller Corporations shall retain all rights to,

and there shall be specifically excluded from this Agreement, the assets of

Seller Corporations specified on Part 1.2 of the Disclosure Letter

(collectively, the "Excluded Assets").



      1.3 Purchase Price.



            (a) As consideration for the sale of the Designated Assets to the

Purchaser, the Purchaser has agreed, on the terms and subject to the conditions

set forth herein, to pay to the Seller Sub certain cash amounts, to deliver to

the Seller Sub certain shares of common stock of Seller and to assume the

Designated Contractual Obligations (as defined in Section 1.4 of this Agreement)

of the Seller, as follows:



                  (i) at the Closing, the Purchaser shall pay to the Seller

      Corporations, in cash and allocated between them in accordance with Part

      1.3 of the Disclosure Letter, an amount equal to Five Million Two Hundred

      Fifty Thousand U.S. Dollars (US$5,250,000.00) (the "Initial Payment

      Amount"), subject to reduction in accordance with the terms of Sections

      4.7 and 4.8;



                  (ii) at the Closing, the Purchaser shall assume the Designated

      Contractual Obligations by entering into with the Seller Corporations an

      Assignment and Assumption Agreement in substantially the form of Exhibit B

      hereto (the "Assignment and Assumption Agreement"); and



                  (iii) at the Closing, Parent shall deliver to the Seller

      Corporations a stock certificate or certificates representing a total of

      1,880,937 shares of Common Stock of the Seller (the "Seller Stock

      Certificate"), properly endorsed for transfer, allocated between them in

      accordance with Part 1.3 of the Disclosure Letter.



      1.4 No Other Assumed Liabilities.



            (a) Subject to Section 1.4(b), the Purchaser shall not assume any

Liabilities of the Seller Corporations whatsoever relating to the Business, the

Designated Assets or otherwise.



            (b) Notwithstanding Section 1.4(a), pursuant to the Assignment and

Assumption Agreement, at and following the Closing the Purchaser will become

obligated to perform the obligations of the Seller under the Assumed Contracts,

but only to the extent such obligations: (i) arise out of facts and

circumstances occurring after the Closing Date; (ii) do not arise from or relate

to any Breach by any of the Seller Corporations of any provision of any of the

Assumed Contracts; (iii) do not arise from or relate to any event, circumstance

or condition occurring or existing on or prior to the Closing Date that, with

notice or lapse of time, would constitute or result in a Breach of any of the

Assumed Contracts; and (iv) are ascertainable (in nature and amount) solely by

reference to the express terms of the Assumed Contracts (collectively, the

"Designated Contractual Obligations");



provided, however, that notwithstanding the foregoing, and notwithstanding

anything to the contrary contained in this Agreement, the "Designated

Contractual Obligations" shall not include, and the Purchaser shall not be

required to assume or to perform or discharge:





                                       3.

<PAGE>



                  (1) any Liability of any Person under the Assumed Contracts,

except for Liabilities of the Seller Corporations expressly set forth therein;



                  (2) any Liability of the Seller Corporations arising from or

relating to the execution, delivery or performance of any of the Transactional

Agreements;



                  (3) any Liability of the Seller Corporations arising from or

relating to any action taken by the Seller, or any failure on the part of the

Seller Corporations to take any action, at any time after the Closing Date;



                  (4) any Liability of the Seller arising from or relating to

(x) any services performed by the Seller Corporations for any customer prior to

the Closing Date, or (y) facts and circumstances prior to the Closing Date

giving rise to any claim or Proceeding against the Seller;



                  (5) any Liability of the Seller Corporations for the payment

of any Tax;



                  (6) any Liability of the Seller Corporations to any employee

or former employee of the Seller under or with respect to any employee benefit

plan, profit sharing plan or dental plan or for severance pay or accrued

vacation pay or wages;



                  (7) any Liability of the Seller Corporations to any Related

Party;



                  (8) any Liability under any Contract, if the Seller

Corporations shall not have obtained, prior to the Closing Date, any Consent

required to be obtained from any Person with respect to the assignment or

delegation to the Purchaser of any rights or obligations under such Contract;



                  (9) any Liability that arises or exists by virtue of any

Breach of, (x) any representation or warranty made by the Seller or Seller Sub

in any of the Transactional Agreements, or (y) any covenant or obligation of the

Seller or Seller Sub contained in any of the Transactional Agreements; or



                  (10) any other Liability of the Seller Corporations not

expressly assumed by the Purchaser pursuant to the provisions of any of the

Transactional Agreements.



      1.5 Taxes. The Seller shall bear and pay, and shall reimburse the

Purchaser for, any sales taxes, use taxes, transfer taxes, documentary charges,

recording fees or similar taxes, charges, fees or expenses that may become

payable in connection with the sale of the Designated Assets to the Purchaser or

in connection with any of the other Transactions. The Seller shall reasonably

cooperate with the Purchaser to file all requests for certifications of sales

and use tax due. The Purchaser will reasonably cooperate with the Seller to

permit the computer software included within the Designated Assets to be

transferred to the Purchaser electronically pursuant to the "load and leave" or

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