Exhibit 4.1

                   Non-Executive Directors' Stock Option Plan
                                       of
                             TTR Technologies, Inc.

      1. Purpose. The purpose of this Non-Executive Directors' Stock Option Plan
(the "Directors' Plan") is to provide a means by which each director of TTR
TECHNOLOGIES, INC. (the "Company") who is not an employee of the Company or any
subsidiary of the Company (each such person being hereafter referred to as a
"Non-Executive Director") will be given an opportunity to purchase Common Stock,
par value $0.001, of the Company ("Common Stock"). The Company, by means of the
Directors' Plan, seeks to attract and retain the services of qualified
independent persons to serve as Non-Executive Directors of the Company and to
provide incentives for such persons to exert maximum efforts for the success of
the Company.

      2. Administration.

      (a) The Director Plan shall be administered by the Board of Directors (the
"Board") of the Company.

      (b) All option awards under the Directors' Plan shall be in the Board's
discretion. All questions of interpretation of the Directors' Plan or of any
option issued under it shall be determined by the Board and such determination
shall be final and binding upon all persons having an interest in the Directors'
Plan. All determinations shall be made by a majority of the Board. Any
determination reduced to writing and signed by all of the members of the Board
shall be fully effective as if it had been made by a majority vote at a meeting
duly called and held.

      3. Shares Subject to Plan. Subject to the provisions of Section 10 hereof,
the shares that may be acquired pursuant to options granted under the Directors'
Plan shall not exceed in the aggregate 75,000 shares of the Company's Common
Stock. The Common Stock subject to the Directors' Plan may be in whole or in
part authorized and unissued shares of Common Stock or issued shares of Common
Stock which shall have been reacquired by the Company. If any option shall
expire or terminate for any reason without having been exercised in full, the
unissued shares subject thereto shall again be available for purposes of the
Directors' Plan.

      4. Eligibility. Options shall be granted to Non-Executive Directors
serving on the Board of Directors of the Company.

      5. Limitation on Grants. In no event will the grant amount, that is, the
amount determined by multiplying the number of shares with respect to which
options have been granted by the Fair Market Value (as defined in Section 6) of
the Company's Common Stock on the date of grant,


                                       5
<PAGE>

exceed $100,000 with respect to an annual grant to a Non-Executive Director. To
the extent the grant amount exceeds the foregoing limitations, the number of
shares subject to the Option to be granted to the Non-Executive Director will be
reduced accordingly.

      6. Option Provisions. Each Option shall be evidenced by a written
agreement ("Stock Option Agreement") and shall contain the following terms and
conditions:

      (a) The term of each option commences on the date it is granted and,
unless sooner terminated as set forth herein, expires on the date ("Expiration
Date") five years from the date of grant. The term of each option may terminate
sooner than such Expiration Date if the optionee's service as a Non-Executive
Director of the company terminates for any reason whatsoever. In the event of
such termination of service, the option shall terminate for Non-Executive
Directors, on the earlier of the Expiration Date or the date two (2) months
following the date of termination of service as a Director. In any and all
circumstances, an option may be exercised following termination of the
optionee's service as a Non-Executive Director only as to that number of shares
as to which it was exercisable on the date of termination of such service, in
accordance with the provisions hereunder.

      (b) The exercise price of each option shall be one hundred percent (100%)
of the Fair Market Value of the shares subject to such option on the date such
option is granted. "Fair Market Value" of a share of common stock shall mean (i)
if the common stock is traded on a national securities exchange or on the NASDAQ
National Market System ("NMS"), the per share closing price of the Common Stock
on the principal securities exchange on which they are listed or on NMS, as the
case may be, on the date of grant (or if there is no closing price for such date
of grant, then the last preceding business day on which there was a closing
price); or (ii) if the Common Stock is traded in the over-the counter market and
quotations are published on the NASDAQ quotations system (but not on NMS), the
per share closing bid price of the Common Stock on the date of grant as reported
by NASDAQ (or if there is no closing bid price for such date of grant, then the
last preceding business day on which there was a closing bid price); or (iii) if
the Common Stock is traded in the over-the-counter market but bid quotations are
not published on NASDAQ, the closing bid price per share for the Common Stock as
furnished by a broker - dealer which regularly furnishes price quotations for
the Common Stock; or (iv) if the Common Stock is not traded on a securities
exchange or the over-the-counter market, the valuation accorded to each share by
the Company's Board.

      (c) The optionee may elect to make payment of the exercise price under one
of the following alternatives: (i) Payment of the exercise price per share in
cash at the time of exercise; or (ii) Payment by delivery of shares of Common
Stock of the Company already owned by the optionee, which Common Stock shall be
valued at Fair Market Value on the date of exercise; or (iii) Payment by a
combination of the methods of payment specified in subsections 6-(c) (i) and
6-(c) (ii) above.

      (d) An option shall not be transferable except by will or by the laws of
descent and distribution and shall be exercisable during the lifetime of the
person to whom the option is granted only


                                       6
<PAGE>

by such person or by his guardian or legal representative. (e) All options
granted under the Directors' Plan shall be non-qualified stock options, which do
not qualify as incentive stock options within the meaning of Section 422, or any
successor section, of the Internal Revenue Code of 1986, as amended.

      7. Right of the Company to Terminate Services as a Non-Executive Director.
Nothing contained in the Directors' Plan or in any instrument executed pursuant
hereto shall confer upon any Non-Executive Director any right to continue in the
service of the company or any of its subsidiaries or interfere in any way with
the right of the Company or a subsidiary to terminate the service of any
Non-Executive Director at any time, with or without cause or entitle the
Non-Executive Director to be nominated for re-election as a director.

      8. Nonalienation of Benefits. No right or benefit under the Directors'
Plan shall be subject to alienation, sale, assignment, hypothecation, pledge,
exchange, transfer, encumbrance or charge, and any attempt to alienate, sell,
assign, hypothecate, pledge, exchange, transfer, encumber or charge the same
shall be void. No right or benefit hereunder shall in any manner be liable for
or subject to the debts, contracts, liabilities or the person entitled to such
benefit.

      9. Adjustments Upon Changes in Capitalization. The stock option Agreements
evidencing options may contain such provisions as the Board shall determine to
be appropriate for the adjustment of the number and class of shares subject to
all outstanding options and the option prices thereof in the event of changes in
the outstanding Common Stock of the Company by reason of any stock dividend,
distribution, split-up, recapitalization, combination or exchange of shares,
merger, consolidation or liquidation and the like, and, in the event of any such
change in the outstanding common stock, the aggregate number and class of shares
available under the Director plan and the number of shares subject to grants
pursuant to Section 6 hereof shall be appropriately adjusted by the Board, whose
determination shall be conclusive and binding on all persons.

      10. Termination and Amendment. Unless the Directors' Plan shall
theretofore have been terminated as hereinafter provided, no grant of Options
may be made under the Directors' Plan after July, 2008. The Board may at any
time, but not more than once every six months except to comply with the changes
in applicable law, amend, alter, suspend or terminate the Directors' Plan;
provided, however, that the Board may not, without the requisite vote of the
stockholders of the Company approving such action (i) materially increase
(except as provided in Section 9 hereof) the maximum number of shares which may
be issued under the Directors' Plan; (ii) extend the term of the Directors'
Plan; (iii) materially increase the requirements as to eligibility for
participants under the Directors' Plan or (iv) materially change the benefits
accruing to participants under the Directors' Plan. No termination, modification
or amendment of the Directors' Plan or any outstanding stock option agreement
may, without the consent of the Non-Executive Director to whom any option shall
theretofore have been granted, adversely affect the rights of such Director with
respect to such option.


                                       7
<PAGE>

      11. Effectiveness of the Plan. The Directors' Plan shall become effective
upon the requisite vote of the stockholders of the Company approving such
action, and upon the approvals, if required, of any other public authorities.
Any grant of options under the Directors' Plan prior to such approval shall be
expressly subject to the condition that the Directors' Plan shall have been so
approved. Unless the Directors' Plan shall be so approved, the Directors' Plan
and all options theretofore granted thereunder shall be and become null and
void.

      12. Government and Other Regulations. The obligation of the Company with
respect to options shall be subject to (i) all applicable laws, rules and
regulations and approvals by the governmental agencies as may be required,
including, without limitation, the effectiveness of a registration statement
under the Securities Act of 1933, as amended, and (ii) the rules and regulations
of any stock exchange on which the Common Stock may be listed.

      13. Governing Law. The Directors' Plan Shall be governed by, and construed
in accordance with, the laws of the State of New York.


                                       8