Exhibit 4.4.12

                                     WARRANT

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR TTR TECHNOLOGIES, INC. SHALL HAVE RECEIVED
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF
SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE
STATE SECURITIES LAWS IS NOT REQUIRED.

                           CLASS A WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                             TTR Technologies, Inc.

            Subject to Section 1 hereof, expire on February --, 2005

No.: W-1
Number of Shares:                            Date of Issuance: February 25, 2000

      FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the
undersigned, TTR Technologies, Inc., a Delaware corporation (together with its
successors and assigns, the "Issuer"), hereby certifies that------, or its
registered permitted assigns is entitled to subscribe for and purchase, during
the period specified in this Warrant, up to ------ shares (subject to adjustment
as hereinafter provided) of the duly authorized, validly issued, fully paid and
non-assessable Common Stock of the Issuer, at an exercise price per share of
Eight dollars and eighty four cents ($8.84), subject, however, to the provisions
and upon the terms and conditions hereinafter set forth. Capitalized terms used
in this Warrant and not otherwise defined herein shall have the respective
meanings specified in Section 8 hereof.

      1. Term. The right to subscribe for and purchase shares of Warrant Stock
represented hereby shall commence on the date of issuance of this Warrant and
shall expire at 5:00 p.m., New York Time, on February 25, 2005 (the "Initial
Term"), provided, that, if at the date of the expiration of the Initial Term,
(A) the Warrant Stock shall not be listed on the OTC Bulletin Board, the Nasdaq
SmallCap Market, the Nasdaq National Market, The New York Stock Exchange, Inc.
or The American Stock Exchange, Inc. or (B) the Issuer shall not have sufficient
shares of Warrant Stock issuable upon a full exercise of this Warrant, then the
Initial Term shall be extended until the first such date on which none of the
foregoing events shall exist (the Initial Term, as such may be extended, being
hereinafter called the "Term").

      2. Method of Exercise Payment: Issuance of New Warrant: Transfer and
Exchange.

      (a) Time of Exercise. The purchase rights represented by this Warrant may
be exercised in whole or in part at any time and from time to time during the
Term.

      (b)   Method of Exercise. The Holder hereof may exercise this Warrant, in
            whole or in part, by the surrender of this Warrant (with the
            exercise form attached hereto duly executed) at the principal office
            of the Issuer, and by the payment to the Issuer of an amount of
            consideration therefor equal to the Warrant Price in effect on the


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<PAGE>

            date of such exercise multiplied by the number of shares of Warrant
            Stock with respect to which this Warrant is then being exercised,
            payable at the Holder's election in cash by certified or official
            bank check or wire transfer.

      (c)   Issuance of Stock Certificates. In the event of any exercise of the
            rights represented by this Warrant in accordance with and subject to
            the terms and conditions hereof, (i) certificates for the shares of
            Warrant Stock so purchased shall be dated the date of such exercise
            and delivered to the Holder hereof within a reasonable time, not
            exceeding five Trading Days after such exercise, and the Holder
            hereof shall be deemed for all purposes to be the Holder of the
            shares of Warrant Stock so purchased as of the date of such
            exercise, and (ii) unless this Warrant has expired, a new Warrant
            representing the number of shares of Warrant Stock, if any, with
            respect to which this Warrant shall not then have been exercised
            (less any amount thereof which shall have been canceled in payment
            or partial payment of the Warrant Price as hereinabove provided)
            shall also be issued to the Holder hereof at the Issuer's expense
            within such time.

      (d)   Transferability of Warrant. Subject to the provisions of subsection
            (e) of this Section 2, this Warrant may be transferred by the Holder
            without the consent of the Issuer. If transferred pursuant to this
            paragraph, and subject to the provisions of subsection (e) of this
            Section 2, this Warrant may be transferred on the books of the
            Issuer by the Holder hereof in person or by duly authorized
            attorney, upon surrender of this Warrant at the principal office of
            the Issuer, properly endorsed (by the Holder executing an assignment
            in the form attached hereto) and upon payment of any necessary
            transfer tax or other governmental charge imposed upon such
            transfer. This Warrant is exchangeable at the principal office of
            the Issuer for Warrants for the purchase of the same aggregate
            number of shares of Warrant Stock, each new Warrant to represent the
            right to purchase such number of shares of Warrant Stock as the
            Holder hereof shall designate at the time of such exchange. All
            Warrants issued on transfers or exchanges shall be dated the
            Original Issue Date and shall be identical with this Warrant except
            as to the number of shares of Warrant Stock issuable pursuant
            hereto.

      (e)   Compliance with Securities Laws.

            (i) The Holder of this Warrant, by acceptance hereof, acknowledges
that this Warrant and the shares of Warrant Stock to be issued upon exercise
hereof are being acquired solely for the Holder's own account and not as a
nominee for any other party, and for investment, and that the Holder will not
offer, sell, transfer or otherwise dispose of this Warrant or any shares of
Warrant Stock to be issued upon exercise hereof except pursuant to an effective
registration statement, or an exemption from registration, under the Securities
Act and any applicable state securities laws.

            (ii) Except as provided in paragraph (iii) below, this Warrant and
all certificates representing shares of Warrant Stock issued upon exercise
hereof shall be stamped or imprinted with a legend in substantially the
following form:

            THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR TTR TECHNOLOGIES, INC. SHALL HAVE
RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT


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<PAGE>

REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

            (iii) The restrictions imposed by this subsection (e) upon the
transfer of this Warrant and the shares of Warrant Stock to be purchased upon
exercise hereof shall terminate (A) when such securities shall have been
effectively registered under the Securities Act, (B) upon the Issuer's receipt
of an opinion of counsel, in form and substance reasonably satisfactory to the
Issuer, addressed to the Issuer to the effect that such restrictions are no
longer required to ensure compliance with the Securities Act or (C) upon the
Issuer's receipt of other evidence reasonably satisfactory to the Issuer that
such registration is not required. Whenever such restrictions shall cease and
terminate as to any such securities, the Holder thereof shall be entitled to
receive from the Issuer (or its transfer agent and registrar), without expense
(other than applicable transfer taxes, if any), new Warrants (or, in the case of
shares of Warrant Stock, new stock certificates) of like tenor not bearing the
applicable legends required by paragraph (ii) above relating to the Securities
Act and state securities laws.

      3. Stock Fully Paid: Reservation and Listing of Shares: Covenants.

      (a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, upon issuance, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges created by or through Issuer. The Issuer further covenants and agrees
that during the period within which this Warrant may be exercised, the Issuer
will at all times have authorized and reserved for the purpose of the issue upon
exercise of this Warrant a number of shares of Common Stock equal to at least
100% of the aggregate number of shares of Warrant Stock issuable upon the
exercise of the Warrant.

      (b) Reservation. If any shares of Common Stock required to be reserved for
issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will in
good faith use its best efforts as expeditiously as possible at its expense to
cause such shares to be duly registered or qualified. If the Issuer shall list
any shares of Common Stock on any securities exchange or market it will, at its
expense, list thereon, maintain and increase when necessary such listing, of,
all shares of Warrant Stock from time to time issued upon exercise of this
Warrant or as otherwise provided hereunder, and, to the extent permissible under
the applicable securities exchange rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder, so long as any shares of Common Stock
shall be so listed. The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such
securities exchange or market by the Issuer.

      (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder hereof against dilution (to the extent
specifically provided herein) or impairment. Without limiting the generality of
the foregoing, the Issuer will (i) not permit the par value, if any, of its
Common Stock to exceed the then effective Warrant Price, (ii) not amend or
modify any provision of the Certificate of Incorporation or by-laws of the
Issuer in any manner that would adversely affect in any way the powers,
preferences or relative participating, optional or other special rights of the
Common Stock or which would adversely affect the rights of the Holder of this
Warrant, (iii) take all such action as may be reasonably necessary in order that
the Issuer


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<PAGE>

may validly and legally issue fully paid and nonassessable shares of Common
Stock, free and clear of any liens, claims, encumbrances and restrictions (other
than as provided herein) upon the exercise of this Warrant, and (iv) use its
best efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be reasonably
necessary to enable the Issuer to perform its obligations under this Warrant.

      (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

      4. Registration Rights Under The Securities Act


            The Holder shall have the registration rights granted to the Holder
in the Registration Rights Agreement of even date hereof between the Holder and
the Company.

      5. Adjustment of Warrant Price and Warrant Share Number. The number and
kind of Securities purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time upon the happening of
certain events as follows:

      (a)   Recapitalization, Reorganization, Reclassification, Consolidation,
            Merger or Sale.

            (i) In case the Issuer after the Original Issue Date shall do any of
      the following (each, a "Triggering Event"): (a) consolidate with or merge
      into any other Person and the Issuer shall not be the continuing or
      surviving corporation of such consolidation or merger; provided, however,
      that a merger for the sole purpose of effecting a change in domicile of
      the Issuer from one state to another shall not be deemed a Triggering
      Event, or (b) permit any other Person to consolidate with or merge into
      the Issuer and the Issuer shall be the continuing or surviving Person but,
      in connection with such consolidation or merger, any Capital Stock of the
      Issuer shall be changed into or exchanged for Securities of any other
      Person or cash or any other property, or (c) transfer all or substantially
      all of its properties or assets to any other Person, or (d) effect a
      capital reorganization or reclassification of its Capital Stock, then, and
      in the case of each such Triggering Event, proper provision shall be made
      so that, upon the basis and the terms and in the manner provided in this
      Warrant, the Holder of this Warrant shall be entitled upon the exercise
      hereof at any time after the consummation of such Triggering Event, to the
      extent this Warrant is not exercised prior to such Triggering Event, or is
      redeemed in connection with such Triggering Event, to receive at the
      Warrant Price in effect at the time immediately prior to the consummation
      of such Triggering Event in lieu of the Common Stock issuable upon such
      exercise of this Warrant prior to such Triggering Event, the Securities,
      cash and property to which the Holder would have been entitled upon the
      consummation of such Triggering Event if the Holder had exercised the
      rights represented by this Warrant immediately prior thereto, subject to
      adjustments and increases (subsequent to such corporate action) as nearly
      equivalent as possible to the adjustments provided for in Section 4 hereof

      (b) Subdivision or Combination of Shares. If the Issuer, at any time while
this Warrant is outstanding, shall subdivide or combine any shares of Common
Stock, (i) in case of subdivision of shares, the Warrant Price shall be
proportionately reduced (as at the effective date of such subdivision or, if the
Issuer shall take a record of holders of its Common Stock for the purpose of so
subdividing, as at the applicable record date, whichever is earlier) to reflect
the


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<PAGE>

increase in the total number of shares of Common Stock outstanding as a result
of such subdivision, or (ii) in the case of a combination of shares, the Warrant
Price shall be proportionately increased (as at the effective date of such
combination or, if the Issuer shall take a record of holders of its Common Stock
for the purpose of so combining, as at the applicable record date, whichever is
earlier) to reflect the reduction in the total number of shares of Common Stock
outstanding as a result of such combination.

      (c) Issuance of Additional Shares of Common Stock. If at any time the
Company shall issue any Additional Shares of Common Stock at a price per share
which is lower than $5.56, then the number of shares of Common Stock to be
received by the holder of this Warrant upon the exercise hereof shall be
adjusted to that number determined by multiplying [(a) the number of shares of
Common Stock purchasable hereunder immediately prior thereto by (b) a fraction
(i) the numerator of which shall be the sum of (A) the number of shares of
Common Stock Deemed Outstanding immediately prior to the issuance of such shares
of Common Stock plus (B) the number of shares of Common Stock issued in the
subject transaction and (ii) the denominator of which shall be an amount equal
to the sum of (x) the number of shares of Common Stock Deemed Outstanding
immediately prior to the issuance of such shares of Common Stock plus (y) the
quotient of (1) the Offering Price multiplied by the number of shares of Common
Stock so issued by the Company, divided by (2) $5.56. The foregoing provisions
shall not apply to Additional Shares (A) if price per share (or in the case of
an option or warrant, the exercise price thereof) is not less than $5.00 and the
gross proceeds received or receivable by the Company as consideration for the
issue of such Additional Shares, plus the minimum aggregate amount of additional
consideration (as set forth in the instruments relating thereto, without regard
to any provision contained therein designated to protect against dilution)
payable to the Company upon the exercise of such Additional Shares, equals or
exceeds $1,500,000 (B) (ii) any capital stock or other securities offered or
issued in connection with any acquisition of another corporation or entity by
the Company by merger or purchase of all, or substantially all, of the assets of
such corporation or entity, share exchange, reorganization or the like (C) any
capital stock or other securities issued in connection with any stock split,
stock dividend, recapitalization or the like by the Company.;

      (d) Certain Dividends and Distributions. If the Issuer, at any time while
this Warrant is outstanding, shall:

            (i) Common Stock Dividends. Pay a dividend in, or make any other
      distribution to its stockholders (without consideration therefor) of,
      shares of Common Stock, the Warrant Price shall be adjusted, as at the
      date the Issuer shall take a record of the holders the Issuer's Capital
      Stock for the purpose of receiving such dividend or other distribution (or
      if no such record is taken, as at the date of such payment or other
      distribution), to that price determined by multiplying the Warrant Price
      in effect immediately prior to such record date (or if no such record is
      taken, then immediately prior to such payment or other distribution), by a
      fraction (1) the numerator of which shall be the total number of shares of
      Common Stock outstanding immediately prior to such dividend or
      distribution, and (2) the denominator of which shall be the total number
      of shares of Common Stock outstanding immediately after such dividend or
      distribution (plus in the event that the Issuer paid cash for fractional
      shares, the number of additional shares which would have been outstanding
      had the Issuer issued fractional shares in connection with said
      dividends); or

            (ii) Other Dividends. Pay a dividend on, or make any distribution of
      its assets upon or with respect to (including, but not limited to, a
      distribution of its property as a dividend in liquidation or partial
      liquidation or by way of return of capital), the Common Stock (other than
      as described in clause (i) of this subsection (c)), or in the event that
      the Issuer shall offer options or rights to subscribe for shares of Common
      Stock, or issue any Common Stock Equivalents, to all of its holders of
      Common Stock, then on the record date for such payment, distribution or
      offer or, in the absence of a record date, on the date of such

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<PAGE>

      payment, distribution or offer, the Holder shall receive what the Holder
      would have received had it exercised this Warrant in full immediately
      prior to the record date of such payment, distribution or offer or, in the
      absence of a record date, immediately prior to the date of such payment,
      distribution or offer.

      (e) Other Provisions Applicable to Adjustments Under this Section 5. The
following provisions shall be applicable to the making of adjustments in the
Warrant Price hereinbefore provided in Section 4. The number of shares of Common
Stock at any time outstanding shall (A) not include any shares thereof then
directly or indirectly owned or held by or for the account of the Issuer or any
of its Subsidiaries, and (B) be deemed to include all shares of Common Stock
then issuable upon conversion, exercise or exchange of any then outstanding
Common Stock Equivalents or any other evidences of indebtedness, shares of
Capital Stock (including, without limitation, the Preferred Stock) or other
Securities which are or may be at any time convertible into or exchangeable for
shares of Common Stock or Other Common Stock.

      (f) Other Action Affecting Common Stock. In case after the Original Issue
Date the Issuer shall take any action affecting its Common Stock, other than an
action described in any of the foregoing subsections (a) through (d) of this
Section 5, inclusive, then the Warrant Price shall be adjusted in such manner
and at such time as the Board may in good faith determine to be equitable in the
circumstances.

      (g) Adjustment of Warrant Share Number. Upon each adjustment in the
Warrant Price pursuant to the provisions (b) and (c)(i) of this Section 5, the
Warrant Share Number shall be adjusted, to the nearest one hundredth of a whole
share, to the product obtained by multiplying the Warrant Share Number
immediately prior to such adjustment in the Warrant Price by a fraction, the
numerator of which shall be the Warrant Price immediately before giving effect
to such adjustment and the denominator of which shall be the Warrant Price
immediately after giving effect to such adjustment. If the Issuer shall be in
default under any provision contained in Section 3 of this Warrant so that
shares issued at the Warrant Price adjusted in accordance with this Section 4
would not be validly issued, the adjustment of the Warrant Share Number provided
for in the foregoing sentence shall nonetheless be made and the Holder of this
Warrant shall be entitled to purchase such greater number of shares at the
lowest price at which such shares may then be validly issued under applicable
law. Such exercise shall not constitute a waiver of any claim arising against
the Issuer by reason of its default under Section 3 of this Warrant.

      (h) Form of Warrant after Adjustments. The form of this Warrant need not
be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

      (i) Continuation of Terms. Upon any reorganization, consolidation, merger
or transfer (and any dissolution following any transfer) referred to in this
section 5, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the shares of stock and other securities and
property receivable on the exercise of this Warrant after the consummation of
such reorganization, consolidation, or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant.

      6. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 5 hereof (for purposes of this
Section 6, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a


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certificate setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board made any
determination hereunder), and the Warrant Price and Warrant Share Number after
giving effect to such adjustment, and shall cause copies of such certificate to
be delivered to the Holder of this Warrant promptly after each adjustment. Any
dispute between the Issuer and the Holder of this Warrant with respect to the
matters set forth in such certificate may at the option of the Holder of this
Warrant be submitted to one of the national accounting firms currently known as
the "big five" mutually agreed upon by the Issuer and the Holder or, in the
event the Issuer and the Holder are unable to agree, a "big five" national
accounting firm (other than the Issuer's independent auditors) selected by the
Issuer's independent auditors. The firm selected in the manner as provided in
the preceding sentence shall be instructed to deliver a written opinion as to
such matters to the Issuer and the Holder within thirty days after submission to
it of such dispute. Such opinion shall be final and binding on the parties
hereto. The fees and expenses of such accounting firm shall be paid by the
Issuer.

      7. Fractional Shares. No fractional shares of Warrant Stock will be issued
in connection with and exercise hereof, but in lieu of such fractional shares,
the Issuer shall make a cash payment therefor equal in amount to the product of
the applicable fraction multiplied by the Per Share Market Value then in effect.

      8. Redemption of Warrants. The Company may redeem the Class A Warrants for
$.10 per warrant 6 months following issuance if the underlying common stock is
registered and the Company's common shares have traded at or above 200% of the
warrant exercise price (the "trigger price") for a period of twenty consecutive
trading days.

      9. Issuance of Class B Warrants. Upon exercise of the Class A Warrants,
the investors will be issued Class B warrants for such number of shares as shall
equal one half the number of shares for which this Class A warrants is exercised
with a term of 36 months and an exercise price of 120% of the Class A Warrant
trigger price. The Class B warrants may be redeemed by the Company if the
underlying common stock is registered and the common shares have traded at $26
or above for a period of twenty consecutive trading days.

      10. Definitions. For the purposes of this Warrant, the following terms
have the following meanings:

            "Board" shall mean the Board of Directors of the Issuer.

            "Business Day" shall mean day except Saturday, Sunday and any day
      which shall be a legal holiday or a day on which banking institutions in
      the State of New York are authorized or required by law or other
      government action to close.

            "Capital Stock" means and includes (i) any and all shares,
      interests, participations or other equivalents of or interests in (however
      designated) corporate stock, including, without limitation, shares of
      preferred or preference stock, (ii) all partnership interests (whether
      general or limited) in any Person which is a partnership, (iii) all
      membership interests or limited liability company interests in any limited
      liability company, and (iv) all equity or ownership interests in any
      Person of any other type.

            "Certificate of Incorporation" means the Certificate of
      Incorporation of the Issuer as in effect on the Original Issue Date.

            "Common Stock" means the Common Stock, $0.001 par value, of the
      Issuer and any other Capital Stock into which such stock may hereafter be
      changed.


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<PAGE>

            "Common Stock Equivalent" means any Convertible Security or warrant,
      option or other right to subscribe for or purchase any shares of Common
      Stock or any Convertible Security.

            "Convertible Securities" means evidences of indebtedness, shares of
      Capital Stock or other Securities which are or may be at any time
      convertible into or exchangeable for shares of Common Stock. The term
      "Convertible Security" means one of the Convertible Securities.

            "Five Day Average Share Price" means the average of the closing bid
      prices of shares of the Common Stock (as reported by Bloomberg Financial
      Markets) in the over-the-market on the electronic bulletin board for such
      security (the "OTC Bulletin Board") (or such other United States stock
      exchange or public market (an "Alternative Exchange") on which the Common
      Stock trades if, at the time of exercise, the Common Stock is not trading
      on the OTC Bulletin Board), for the five (5) consecutive trading days
      immediately preceding the date of determination.

            "Governmental Authority" means any governmental, regulatory or
      self-regulatory entity, department, body, official, authority, commission,
      board, agency or instrumentality, whether federal, state or local, and
      whether domestic or foreign.

            "Holder" means the registered Person or Persons who shall from time
      to time own this Warrant.

            "Issuer" means TTR Technologies, Inc., a Delaware corporation, and
      its successors.

            "Original Issue Date" means February    , 2000.

            "Other Common" means any other Capital Stock of the Issuer of any
      class which shall be authorized at any time after the date of this Warrant
      (other than Common Stock) and which shall have the right to participate in
      the distribution of earnings and assets of the Issuer without limitation
      as to amount.

            "OTC Bulletin Board" means the over-the-counter electronic bulletin
      board.

            "Person" means an individual, corporation, limited liability
      company, partnership, joint stock company, trust, unincorporated
      organization, joint venture, Governmental Authority or other entity of
      whatever nature.

            "Per Share Market Value" means on any particular date (a) the Five
      Day Average Share Price on such date, (b) if the Common Stock is not
      listed then on the OTC Bulletin Board or any Alternative Exchange, then
      the average of the "Pink Sheet" quotes for the five consecutive days
      immediately preceding such date, as determined in good faith by the
      Holder, or (c) if the Common Stock is not then publicly traded, the fair
      market value of a share of Common Stock as determined by the Company in
      good faith. In determining the fair market value of any shares of Common
      Stock, no consideration shall be given to any restrictions on transfer of
      the Common Stock imposed by agreement or by federal or state securities
      laws, or to the existence or absence of, or any limitations on, voting
      rights.

            "Securities" means any debt or equity securities of the Issuer,
      whether now or hereafter authorized, any instrument convertible into or
      exchangeable for Securities or a Security, and any option, warrant or
      other right to purchase or acquire any Security. "Security" means one of
      the Securities.


                                       8
<PAGE>

            "Securities Act" means the Securities Act of 1933, as amended, or
      any similar federal statute then in effect.

            "Subsidiary" means any corporation at least 50% of whose outstanding
      Voting Stock shall at the time be owned directly or indirectly by the
      Issuer or by one or more of its Subsidiaries, or by the Issuer and one or
      more of its Subsidiaries.

            "Term" has the meaning specified in Section 1 hereof.

            "Trading Day" means (a) a day on which the Common Stock is traded on
      the over the counter market as reported by the OTC Bulletin Board, or (b)
      if the Common Stock is not listed on the OTC Bulletin Board, a day on
      which the Common Stock is traded on any other registered national stock
      exchange, or (c) if the Common Stock is not quoted on the OTC Bulletin
      Board, a day on which the Common Stock is quoted in the over-the-counter
      market as reported by the National Quotation Bureau Incorporated (or any
      similar organization or agency succeeding its functions of reporting
      prices); provided, however, that in the event that the Common Stock is not
      listed or quoted as set forth in (a), (b) and (c) hereof, then Trading Day
      shall mean any day except Saturday, Sunday and any day which shall be a
      legal holiday or a day on which banking institutions in the State of New
      York are authorized or required by law or other government action to
      close.

            "Voting Stock", as applied to the Capital Stock of any corporation,
      means Capital Stock of any class or classes (however designated) having
      ordinary voting power for the election of a majority of the members of the
      Board of Directors (or other governing body) of such corporation, other
      than Capital Stock having such power only by reason of the happening of a
      contingency.

            "Warrant Price" means $8.54, as such price may be adjusted from time
      to time as shall result from the adjustments specified in Section 5
      hereof.

            "Warrant Share Number" means at any time the aggregate number of
      shares of Warrant Stock which may at such time be purchased upon exercise
      of this Warrant, after giving effect to all adjustments to such number
      made or required to be made under the terms hereof.

            "Warrant Stock" means Common Stock issuable upon exercise of this
      Warrant.

      11.   Other Notices. In case at any time:

            (A)   the Issuer shall make any distributions to the holders of
                  Common Stock; or

            (B)   the Issuer shall authorize the granting to all holders of its
                  Common Stock of rights to subscribe for or purchase any shares
                  of Capital Stock of any class or of any Common Stock
                  Equivalents or Convertible Securities or other rights; or

            (C)   there shall be any reclassification of the Capital Stock of
                  the Issuer; or

            (D)   there shall be any capital reorganization by the Issuer; or

            (E)   there shall be any (i) consolidation or merger involving the
                  Issuer or (ii) sale, transfer or other disposition of all or
                  substantially all of the Issuer's property, assets or business
                  (except a merger or other reorganization in which the Issuer
                  shall be the surviving corporation and


                                       9
<PAGE>

                  its shares of Capital Stock shall continue to be outstanding
                  and unchanged and except a consolidation, merger, sale,
                  transfer or other disposition involving a wholly-owned
                  Subsidiary); or

            (F)   there shall be a voluntary or involuntary dissolution,
                  liquidation or winding-up of the Issuer or any partial
                  liquidation of the Issuer or distribution to holders of Common
                  Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
days prior to the action in question and not less than twenty days prior to the
record date or the date on which the Issuer's transfer books are closed in
respect thereto. The Issuer shall give to the Holder notice of all meetings and
actions by written consent of its stockholders, at the same time in the same
manner as notice of any meetings of stockholders is required to be given to
stockholders who do not waive such notice (or, if such requires no notice, then
two Trading Days written notice thereof describing the matters upon which action
is to be taken). The Holder shall have the right to send two representatives
selected by him to each meeting, who shall be permitted to attend, but not vote
at, such meeting and any adjournments thereof. This Warrant entitles the Holder
to receive copies of all financial and other information distributed or required
to be distributed to the holders of the Common Stock.

      12. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument executed by the Issuer and the Holder.

      13. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

      14. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., New York Time, on a
Business Day, (ii) the Business Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified for notice later than 5:00 p.m., New York Time, on any date and
earlier than 11:59 p.m., New York Time, on such date, (iii) the Business Day
following the date of mailing, if sent by nationally recognized overnight
courier service or (iv) actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be with
respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to the Holder at its last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:


                                       10
<PAGE>

                  TTR Technologies, Inc.
                  67 Wall St., Suite 2411
                  New York, NY  10023
                  Attn: Mark D. Tokayer Chairman and CEO

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have designated in writing to the other parties hereto
by such notice. Copies of notices to the Holder shall be sent to the address or
addresses specified on the first page hereto.

      15. Warrant Agent. The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent having an office in New York for the purpose of
issuing shares of Warrant Stock on the exercise of this Warrant pursuant to
subsection (b) of Section 2 hereof, exchanging this Warrant pursuant to
subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

      16. Remedies. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened default by the Issuer
in the performance of or compliance with any of the terms of this Warrant are
not and will not be adequate and that, to the fullest extent permitted by law,
such terms may be specifically enforced by a decree for the specific performance
of any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise.

      17. Successors and Assigns. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Issuer and the Holder and shall be enforceable by the Holder.

      18. Modification and Severability. If, in any action before any court or
agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

      19. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

               [Remainder of this page intentionally left blank.]


                                       11
<PAGE>

      IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and
year first above written.

                                         TTR TECHNOLOGIES, INC.


                                         By:  /s/ Marc D. Tokayer
                                              ----------------------------------
                                              Name:
                                              Title:


                                       12
<PAGE>

                                  EXERCISE FORM

                             TTR TECHNOLOGIES, INC.

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of
___________________ covered by the within Warrant.


Dated:  _________________                Signature  ____________________________
                                         Address  ______________________________
                                                  ______________________________

                                   ASSIGNMENT

FOR VALUE RECEIVED, __________________ hereby sells, assigns and transfers unto
__________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _________________, attorney, to transfer the
said Warrant on the books of the within named corporation.


Dated:  _________________                Signature  ____________________________
                                         Address  ______________________________
                                                  ______________________________

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, __________________ hereby sells, assigns and transfers unto
__________ the right to purchase ___________ shares of Warrant Stock evidenced
by the within Warrant together with all rights therein, and does irrevocably
constitute and appoint _________________, attorney, to transfer that part of the
said Warrant on the books of the within named corporation.


Dated:  _________________                Signature  ____________________________
                                         Address  ______________________________
                                                  ______________________________

<PAGE>

                           FOR USE BY THE ISSUER ONLY:

      This Warrant No. W___________ canceled (or transferred or exchanged) this
_____ day of ___________, _____, shares of Common Stock issued therefor in the
name of _______________, Warrant No. W-HCW _____ issued for ____ shares of
Common Stock in the name of _______________.