Exhibit 10.48

                          REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made by and among
TTR Technologies, Inc. (the "Company"), and the investors listed on Schedule I
hereto (collectively, the "Investors" and each an "Investor"), each of whom has
executed a signature page hereto.

                                    RECITALS

I.    The Investors desire to purchase from the Company and the Company desires
      to issue and sell to the Investors Shares of its Common Stock of the
      Company (the "Common Stock"), upon the terms set forth in the Company's
      Subscription Agreement dated February 18, 2000 (the "Agreement").

II.   To induce Investors to purchase Shares, the Company is willing under
      certain circumstances to register under the Securities Act of 1933, as
      amended, and the rules and regulations thereunder (collectively, the
      "Securities Act"), Common Stock underlying the Common Stock to be
      purchased by the Investors.

      NOW THEREFORE, intending to be legally bound, the parties hereto agree as
follows:

1. Required Registrations.

      i)    The Company will include the Registrable Securities in a
            registration statement (the "Automatic Registration Statement")
            which the Company will prepare and file within 45 days after the
            closing of this private placement with the SEC under the Securities
            Act of 1933 and use its best efforts to have declared effective by
            the SEC within 60 days following the closing of this private
            placement so as to permit the public trading of the Registrable
            Securities no later than 90 days following the closing of this
            private placement.

      ii)   If the Company fails to have the registration statement which is
            ultimately used to register the Registrable Securities, declared
            effective by the SEC within 90 days following the Closing Date,
            then, the Company shall continue to use its best efforts to cause
            the SEC to promptly declare the effectiveness of, the Automatic
            Registration Statement so as to permit the public trading of the
            Registrable Securities pursuant thereto.

      iii)  Once the Automatic Registration Statement is declared effective by
            the SEC, the Company will maintain the effectiveness of the
            Automatic Registration Statement until at least the earlier date to
            occur (the "Release Date") of (i) the date that all of the
            Registrable Securities have been sold pursuant to the Automatic
            Registration Statement and (ii) the date that the holders of the
            Registrable Securities receive an opinion of counsel to the Company
            that they may sell their Registrable Securities (without limitation
            or restriction as to quantity or timing and without registration
            under the Act) pursuant to Rule 144(k) of the Act or otherwise. If
            the Company fails to keep the Automatic Registration Statement
            continuously effective

<PAGE>

            during such period, then the Company shall, promptly upon the
            request of the Investors holding at least 50% of the unsold
            Registrable Securities included therein, use its best efforts to
            update the Automatic Registration Statement or file a new
            registration statement covering the unsold Registrable Securities,
            subject to the terms and provisions hereof.

      iv)   The Registration Expenses shall be paid by the Company with respect
            to all registrations effected pursuant to this Section.

2.    Restrictions on Transfer. Notwithstanding the registration of any
      Registrable Securities, each Investor shall not sell or offer to sell any
      Registrable Securities until after the automatic registration has been
      declared effective.

3.    Registration Procedures. In connection with any registration of
      Registrable Securities, the Company shall:

      i)    prepare and file with the Securities and Exchange Commission a
            registration statement on the appropriate form under the Securities
            Act, which form shall be available for the sale of such Registrable
            Securities in accordance with the intended method or methods of
            distribution thereof, and use its commercially reasonable efforts to
            cause such registration statement to become effective (provided that
            before filing a registration statement or prospectus or any
            amendments or supplements thereto, the Company shall furnish to the
            counsel selected by the holders of a majority of the Registrable
            Securities covered by such registration statement copies of all such
            documents proposed to be filed, which documents shall be subject to
            the review and comment of such counsel);

      ii)   notify each holder of Registrable Securities of the effectiveness of
            the registration statement filed hereunder and prepare and file with
            the Securities and Exchange Commission such amendments,
            post-effective amendments and supplements to such registration
            statement and the prospectus used in connection therewith as may be
            necessary or appropriate to keep such registration statement
            effective for the period required for sale of the Registrable
            Securities and cause such prospectus as so supplemented to be filed
            as required under the Securities Act, and comply with the provisions
            of the Securities Act with respect to the disposition of all
            securities covered by such registration statement during such period
            in accordance with the intended methods of disposition by the
            sellers thereof set forth in such registration statement or
            supplement to the prospectus;

      iii)  furnish to each seller of Registrable Securities such number of
            copies of such registration statement, each amendment and supplement
            thereto, the prospectus included in such registration statement
            (including each preliminary prospectus) and such other documents as
            such seller may reasonably request in order to facilitate the
            disposition of the Registrable Securities owned by such seller;

      iv)   use its best efforts to register or qualify such Registrable
            Securities under such other securities or blue sky laws of such
            jurisdictions where such registration or qualification is required
            as any seller reasonably requests and do any and all other' acts and
            things which may be reasonably necessary or advisable to enable such
            seller to consummate the disposition in such jurisdictions of the
            Registrable


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<PAGE>

            Securities owned by such seller (provided that the Company shall not
            be required to (i) qualify generally to do business in any
            jurisdiction where it would not otherwise be required to qualify but
            for this subparagraph (ii) subject itself to taxation in any such
            jurisdiction or (iii) consent to general service of process in any
            such jurisdiction);

      v)    notify each seller of such Registrable Securities, at any time when
            a prospectus relating thereto is required to be delivered under the
            Securities Act, upon discovery that, or upon the happening of any
            event as a result of which the prospectus included in such
            registration statement as then in effect, contains an untrue
            statement of a material fact or omits any fact necessary to make the
            statements therein not misleading in the light of the circumstances
            under which they were made, and, at the request of any such seller,
            the Company shall prepare a supplement or amendment to such
            prospectus so that, thereafter delivered to the purchasers of such
            Registrable Securities, such prospectus shall not contain an untrue
            statement of a material fact required to be stated therein or omit
            to state any fact necessary to make the statements therein not
            misleading;

      vi)   cause all such Registrable Securities to be listed on each
            securities exchange on which similar securities issued by the
            Company are then listed or traded, and, if not so listed or traded,
            to be listed on the NASD automated quotation system and, if listed
            on the NASD automated quotation system, use commercially reasonable
            efforts to secure NASDAQ authorization for such Registrable
            Securities and, without limiting the generality of the foregoing, to
            arrange for at least two market makers to register as such with
            respect to such Registrable Securities with the NASD;

      vii)  cooperate with the selling holders of Registrable Securities and the
            managing underwriters, if any, to facilitate the timely preparation
            and delivery of certificates representing Registrable Securities to
            be sold and not bearing any restrictive legends; and enable such
            Registrable Securities to be in such denominations and registered in
            such names as the selling holders or the managing underwriters, if
            any, may request at least ten Business Days prior to any sale of
            Registrable Securities; provide a transfer agent and registrar for
            all such Registrable Securities not later than the effective date of
            such registration statement;

      viii) enter into such customary agreements (including, if there is an
            underwriter, underwriting agreements in customary form);

      ix)   make available for inspection by any sellers of Registered
            Securities any underwriter participating in any disposition pursuant
            to such registration statement and any attorney, accountant or other
            agent retained by any such seller or underwriter, all financial and
            other records, pertinent corporate documents and properties of the
            Company that is customary, and cause the Company's officers,
            directors, employees and independent accountants to supply all
            information reasonably requested by any such seller, underwriter,
            attorney, accountant or agent in connection with such registration
            statement;

      x)    cooperate, and cause the Company's officers, directors, employees
            and independent accountants to cooperate, with the selling holders
            of Registrable


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<PAGE>

            Securities and the managing underwriters, if any, in the sale of the
            Registrable Securities and take any actions necessary to promote,
            facilitate or effectuate such sale;

      xi)   otherwise use its best efforts to comply with all applicable rules
            and regulations of the Securities and Exchange Commission;

      xii)  in the event of the issuance of any stop order suspending the
            effectiveness of a registration statement, or of any order
            suspending or preventing the use of any related prospectus or
            suspending the qualification of any common stock included in such
            registration statement for sale in any jurisdiction, the Company
            shall use its best efforts promptly to obtain the withdrawal of such
            order.

4. Registration Expenses.

      i)    All expenses incident to the Company's performance of or compliance
            with this Agreement, including without limitation all registration
            and filing fees (including, if applicable, the fees and expenses of
            any "qualified independent underwriter" and its counsel as may be
            required under the rules and regulations of the NASD), fees and
            expenses of compliance with securities or blue sky laws (including
            fees and disbursements of counsel for the underwriters or selling
            holders in connection with blue sky qualifications and determination
            of their eligibility for investment under applicable laws), printing
            expenses, messenger, telephone and delivery expenses, fees and
            disbursements of custodians, and fees and disbursements of counsel
            for the Company and all independent certified public accountants
            (including the expenses of any special audit and "cold comfort"
            letters required by or incident to such performance), underwriters
            (excluding underwriters' discounts and commissions) and other
            Persons retained by the Company (all such expenses being herein
            called "Registration Expenses"), shall be borne as provided in this
            Agreement, except that the Company shall, in any event, pay its
            internal expenses (including, without limitation, all salaries and
            expenses of its officers and employees performing legal or
            accounting duties), the expense of any annual audit or quarterly
            review, the expense of any liability insurance if such insurance
            coverage is obtained by the Company and the expenses and fees for
            listing the securities to be registered on each securities exchange
            on which similar securities issued by the Company are then listed or
            on the NASD automated quotation system.

      ii)   Each holder of securities included in any registration hereunder
            shall pay the discounts and commissions allocable to the Registrable
            Securities of the holder and the Fees and expenses of such holder's
            counsel.

5.    Registration Penalty

      a)    In the event the Company fails to have the registration statement
            covering the registrable securities declared effective within 90
            days following the closing, the Company will pay to the holder an
            amount equal to 2% of the amount invested per month until the
            registration statement has been declared effective.


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<PAGE>

6.    Indemnification and Contribution

      i)    The Company agrees to indemnify each holder of Registrable
            Securities which is included in a registration statement pursuant to
            Section 1 herein, its officers and directors and each Person who
            controls such holder (within the meaning of the Securities Act)
            against all losses, claims, damages, liabilities and expenses caused
            by any untrue or alleged untrue statement of material fact contained
            in any registration statement, prospectus or preliminary prospectus
            or any amendment thereof or supplement thereto or any omission or
            alleged omission of a material fact required to be stated therein or
            necessary to make the statements therein not misleading, except
            insofar as the same are caused by or contained in any information
            furnished in writing to the Company by such holder expressly for use
            therein or by such holder's failure to deliver a copy of the
            registration statement or prospectus or any amendments or
            supplements thereto after the Company has furnished such holder with
            a sufficient number of copies of the same. In connection with an
            underwritten offering, the Company shall indemnify such
            underwriters, their officers and directors and each Person who
            controls such underwriters (within the meaning of the Securities
            Act) to the same extent as provided above with respect to the
            indemnification of the holders of Registrable Securities.

      ii)   In connection with any registration statement in which a holder of
            Registrable Securities is participating, each such holder shall
            furnish to the Company in writing such information and affidavits as
            the Company and any underwriter reasonably requests for use in
            connection with any such registration statement or prospectus and
            shall indemnify the Company, its directors and officers and each
            Person who controls the Company (within the meaning of the
            Securities Act) against any losses, claims, damages, liabilities and
            expenses resulting from any untrue or alleged untrue statement of
            material fact contained in the registration statement, prospectus or
            preliminary prospectus or any amendment thereof or supplement
            thereto or any omission or alleged omission of a material fact
            required to be stated therein or necessary to make the statements
            therein not misleading, but only to the extent that such untrue
            statement or omission is contained in any information or affidavit
            so furnished in writing by such holder.

      iii)  Any Person entitled to indemnification hereunder shall (i) give
            prompt written notice to the indemnifying party of any claim with
            respect to which it seeks indemnification (provided that the failure
            to give prompt notice shall not impair any Person's right to
            indemnification hereunder to the extent such failure has not
            materially prejudiced the indemnifying party) and (ii) unless in
            such indemnified party's reasonable judgment a conflict of interest
            between such indemnified and indemnifying parties may exist with
            respect to such claim, permit such indemnifying party to assume the
            defense of such claim with counsel reasonably satisfactory to the
            indemnified party. If such defense is assumed, the indemnifying
            party shall not be subject to any liability for any settlement made
            by the indemnified party without its consent (but such consent shall
            not be unreasonably withheld). An indemnifying party who is not
            entitled to, or elects not to, assume the defense of a claim shall
            not be obligated to pay the fees and expenses of more than one
            counsel for all parties indemnified by such indemnifying party with
            respect to such claim, unless in the reasonable judgment of any
            indemnified party


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<PAGE>

            a conflict of interest may exist between such indemnified party and
            any other of such indemnified parties with respect to such claim.

      iv)   If the indemnification provided for in this Section 5 is unavailable
            to an indemnified party under paragraphs (a) or (b) hereof in
            respect to any losses, claims, damages, liabilities or expenses
            referred to therein, then an indemnifying party, in lieu of
            indemnifying such indemnified party, shall contribute to the amount
            paid or payable by such indemnified party as a result of such
            losses, claims, damages, liabilities or expenses in such proportion
            as is appropriate to reflect the relative fault of the Company and
            the holder of Registrable Securities in connection with the
            statements or omissions that resulted in such losses, claim,
            damages, liabilities or expenses. The relative fault of the Company
            and the holder of Registrable Securities in connection with the
            statements that resulted in such losses, claims, liabilities or
            expenses shall be determined by reference to, among other things,
            whether the untrue or alleged untrue statement of material facts or
            the omission or alleged omission to state a material fact relates to
            information supplied by the Company or the holder of the Registrable
            Securities and the parties relative intent, knowledge, access to
            information and opportunity to correct such statement or omission.

      v)    Notwithstanding any other provision of this Section, the liability
            of any holder of Registrable Securities for indemnification or
            contribution under this Section shall be individual to each holder
            and shall not exceed an amount equal to the number of shares sold by
            such holder of Registrable Securities multiplied by the net amount
            per share which he receives in such underwritten offering.

      vi)   The indemnification and contribution provided for under this
            Agreement shall remain in full force and effect regardless of any
            investigation made by or on behalf of the indemnified party or any
            officer, director or controlling Person of such indemnified party
            and shall survive the transfer of securities.

7.    Definitions.

      "Common Stock" means the Company's Common Stock, without par value.

      "NASD" means the National Association of Securities Dealers.

      "Person" means any individual, corporation, partnership, limited liability
      company, trust, estate, association, cooperative, government or
      governmental entity (or any branch, subdivision or agency thereof) or any
      other entity.

      "Registrable Securities" means any Common Stock issued or issuable upon
      conversion of the Series A Preferred Stock.

      "Registrable Securities" means any of the Warrant Share Registrable
      Securities, the Note Share Registrable Securities or the Preferred Share
      Registrable Securities. As to any particular Registrable Securities, such
      securities shall cease to be Registrable Securities when they have been
      distributed to the public pursuant to a offering registered under the
      Securities Act or eligible to be sold to the public through a broker,
      dealer or market maker


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<PAGE>

      in compliance with Rule 144 under the Securities Act (or any such rule
      then in force). For purposes of this Agreement, a Person shall be deemed
      to be a holder of Registrable Securities whenever such Person has the
      right to acquire directly or indirectly such Registrable Securities (upon
      conversion or exercise in connection with a transfer of securities or
      otherwise, but disregarding any restrictions or limitations upon the
      exercise of such right), whether or not such acquisition has actually been
      effected.

      "Securities Act" means the Securities Act of 1933, as amended.

8.    Miscellaneous.

      i)    No Inconsistent Agreements. The Company shall not hereafter enter
            into any agreement with respect to its securities which is
            inconsistent with or violates the rights granted to the holders of
            Registrable Securities in this Agreement.

      ii)   Amendments and Waivers. Except as otherwise provided herein, the
            provisions of this Agreement may be amended or waived only upon the
            prior written consent of the Company and holders of a majority of
            the Registrable Securities.

      iii)  Successors and Assigns. All covenants and agreements in this
            Agreement by or on behalf of any of the parties hereto shall bind
            and inure to the benefit of the respective successors and assigns of
            the parties hereto whether so expressed or not In addition, whether
            or not any express assignment has been made, the provisions of this
            Agreement which are for the benefit of purchasers or holders of
            Registrable Securities are also for the benefit of, and enforceable
            by, any subsequent holder of Registrable Securities. A person is
            deemed to be a holder of Registrable Securities whenever such person
            is the registered holder of Registrable Securities. Upon the
            transfer of any Registrable Securities, the transferring holder of
            Registrable Securities shall cause the transferee to execute and
            deliver to the Company a counterpart of this Agreement.

      iv)   Severability. Whenever possible, each provision of this Agreement
            shall be interpreted in such manner as to be effective and valid
            under applicable law, but if any provision of this Agreement is held
            to be prohibited by or invalid under applicable law, such provision
            shall be ineffective only to the extent of such prohibition or
            invalidity, without invalidating the remainder of this Agreement.

      v)    Counterparts. This Agreement may be executed simultaneously in two
            or more counterparts, any one of which need not contain the
            signatures of more than one party, but all such counterparts taken
            together shall constitute one and the same Agreement.

      vi)   Descriptive Heading. The descriptive headings of this Agreement are
            inserted for convenience only and do not constitute a part of this
            Agreement.

      vii)  Governing Law. The corporate law of New York shall govern all issues
            and questions concerning the relative rights of the Company and its
            shareholders. All issues and questions concerning the construction,
            validity, interpretation and enforcement of this Agreement shall be
            governed by, and construed in accordance


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<PAGE>

            with, the laws of New York, without giving effect to any choice of
            law or conflict of law rules or provisions (whether of New York or
            any other jurisdiction) that would cause the application of the laws
            of any jurisdiction other than New York.

      viii) Consent to Jurisdiction: Service of Process. Company and Investor
            hereby irrevocably consent to the jurisdiction of the Courts of New
            York State and any and all actions and proceedings in connection
            with this Agreement, and irrevocably consent, in addition to any
            methods of service of process permissible under applicable law, to
            service of process by certified mail, return receipt requested to
            the address of Company and Investor as set forth herein. Nothing in
            this Section shall affect or limit the right of any Investor to
            serve legal process in any other manner permitted by law. Company
            and Investor agree that in any action or proceeding brought by them
            in connection with this Agreement or the transactions contemplated
            hereby, exclusive jurisdiction shall be in the courts of the Courts
            of New York.


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<PAGE>

                                 SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned has executed this Registration Rights
Agreement this ________ day of _________________, 2000.

PARTNERSHIP, CORPORATION or TRUST:


Signature

Print Name of Subscriber Organization

Print Name and Title of Person Signing

Address:


-------------------------------------------------
Number and Street


-------------------------------------------------
City                 State               Zip Code

ACCEPTED AND AGREED to this _____ day of ____________, 2000.

TTR Technologies, Inc.

By:
    -------------------------------
Name:
      -----------------------------
Title:
       ----------------------------


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<PAGE>

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                    REGISTRATION RIGHTS AGREEMENT SUPPLEMENT
--------------------------------------------------------------------------------

                          REGISTRATION RIGHTS AGREEMENT

Add Section 3 Paragraphs m and n to Registration Rights Agreement

xiii) Notwithstanding the forgoing, if at any time or from time to time after
      the date of effectiveness of the Automatic Registration Statement, the
      Company notifies the Investors in writing of the existence of a Potential
      Material Event, the Investors shall not offer or sell any Registrable
      Securities, or engage in any other transaction involving or relating to
      the Registrable Securities, from the time of the giving of notice with
      respect to a Potential Material Event either has been disclosed to the
      public or no longer constitutes a Potential Material Event; provided
      however, that the Company may not so suspend the right to such holders of
      Registrable Securities to such holders of Registrable Securities during
      the periods the Automatic Registration Statement is required to be in
      effect other than during a Permitted Suspension Period. The term (I)
      "Permitted Suspension Period" means one or more suspension periods during
      any consecutive 12-month period which suspension periods, in the
      aggregate, do not exceed fifty (50) days, provide, however, that no one
      such suspension period shall either (I) be for more than twenty (20) days
      or (ii) begin less than ten (10) business days after the last day of the
      preceding suspension (whether or not such last day was during or after a
      Permitted Suspension Period) and (ii) 'Potential Material Event any of the
      following: (I) the possession by the Company of material information not
      ripe for disclosure in a registration statement, which shall be evidenced
      determinations in good faith by the Board Directors of the Company that
      disclosure of such information in the registration statement, which shall
      be evidenced by determinations in good faith by the Board of Directors of
      the Company that disclosure of such information in registration statement
      would be detrimental to the business and aggairs of the Company; or (ii)
      any material engagement or activity by the Company which would, in the
      good faith determination of the Board of Directors of the Company, be
      adversely affected by disclosure in a registration statement at such time,
      which determination shall be accompanied by a good faith determination.

xiv)  Notwithstanding the effectiveness of the Automatic Registration Statement
      the undersigned agrees not to sell any shares purchased in this private
      placement for a period of 90 days following the closing.

Initial  ____________