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                                  EXHIBIT 10.9

                       FORM OF SECURITY EXCHANGE AGREEMENT

     THIS SECURITY EXCHANGE AGREEMENT (the "Agreement") is made as of October
17, 2002 by and among TTR TECHNOLOGIES, INC., a Delaware corporation ("Company")
and _____ (the "Holder").

                              W I T N E S S E T H:

     WHEREAS, the Company and the Holder have entered into that certain letter
agreement dated as of October 17, 2002 (the "Letter Agreement") relating to the
matters set forth therein, pursuant to which the Holder and the Company are
entering into this Security Exchange Agreement, and

     WHEREAS, based on the foregoing, the Holder desires to exchange securities
of the Company it currently owns, and the Company agrees to issue to Holder in
exchange therefor shares of the Company's Common Stock, par value $0.001 (the
"Common Stock"), all on the terms and conditions set forth herein;

     NOW THEREFORE, in consideration of the mutual promises and consideration
set forth herein, the parties hereto agree as follows.

1.   EXCHANGE AND ISSUANCE OF COMMON STOCK

     Subject to the terms and conditions of this Agreement the Company hereby
issues to the Holder _________ shares of the Company's Common Stock (the
"Exchanged Shares"). The consideration for the Exchanged Shares shall be as set
forth in the Letter Agreement.

2.   REPRESENTATIONS OF THE HOLDER; RESTRICTIONS ON TRANSFER

     2.1  GENERAL RESTRICTION ON TRANSFER. Except for transfers otherwise
permitted by this Agreement or applicable law, the Holder agrees that it will
not transfer any of the Exchanged Shares.

     2.2  NOT FOR RESALE. The Holder represents that it is acquiring the
Exchanged Shares for investment for its own account and not with a view to, or
for resale in connection with, the distribution or other disposition thereof.
The Holder agrees that it will not, directly or indirectly, offer, transfer,
sell, assign, pledge, hypothecate or otherwise dispose of (each a "Transfer")
any of the Exchanged Shares unless such Transfer complies with the provisions of
this Agreement and (i) the Transfer is pursuant to an effective registration
statement under the United States Securities Act of 1933, as amended, and the
rules and regulations in effect thereunder or the securities laws of any other
relevant jurisdiction (the "Securities Act"), or (ii) counsel for the Holder
shall have furnished the Company with an opinion, reasonably acceptable to the
Company, that no such registration is required because of the availability of an
exemption under the Securities Act.

     2.3  CERTAIN PERMITTED TRANSFERS. (i) Notwithstanding the general
prohibition on Transfers contained herein, any Transfer in a private transaction
which does not include a public distribution is permitted and need not require
an opinion of counsel, PROVIDED, that prior to such Transfer, the transferee
shall deliver to the Company a valid written undertaking to be bound by the
terms of this Agreement.

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     2.4  LEGEND. The certificate evidencing the Exchanged Shares shall contain
the Company's standard restrictive legend.

     2.5  The Holder acknowledges and understands that the offering and sale of
the Common Stock is intended to be exempt from registration under the Securities
Act, by virtue of Section 3(a)(9) of the Securities Act and the rules
promulgated thereunder.

3.   MISCELLANEOUS

     3.1  BINDING EFFECT. The provisions of this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns.

     3.2  AMENDMENT. This Agreement may be amended only by a written instrument
signed by the parties hereto which specifically states that it is amending this
Agreement.

     3.3  APPLICABLE LAW. This Agreement shall be governed by and construed
under the substantive laws of the State of New York. The parties irrevocably
consent to the jurisdiction of the appropriate courts of the State of
Connecticut or the United District Court sitting in Hartford for all actions,
disputes, controversies, differences or questions arising out of or relating to
this Agreement.

     3.4  NOTICES. All notices and other communications provided herein shall be
in writing and shall be deemed to have been duly given if delivered personally
or sent by mail, postage prepaid, to a party's designated address or, if sent by
facsimile, to its facsimile number at such address.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

TTR TECHNOLOGIES, INC.

By:                                        By:
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Title:                                     Title:
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