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                                  EXHIBIT 14.1

                             TTR TECHNOLOGIES, INC.

                  CODE OF ETHICS FOR SENIOR EXECUTIVE OFFICERS
                                       AND
                            SENIOR FINANCIAL OFFICERS


       This Code of Ethics applies to TTR Technologies, Inc.'s Chief Executive
Officer, Chief Financial Officer, and Controller (and others performing similar
senior executive and financial functions at TTR from time to time in the
future). TTR expects all of its employees to act in accordance with the highest
standards of professional integrity in all aspects of their business activities,
to comply with all applicable laws, rules and regulations, to deter wrongdoing
and abide by all policies and procedures adopted by TTR that govern the conduct
of its employees. But because of your leadership positions, you are setting an
example for the rest of our employees and are expected to comply with this Code
of Ethics to foster a culture of integrity and honesty in all of our dealings.

Accordingly, you agree to:

       1.     Engage in and promote honest and ethical conduct, including the
              ethical handling of actual or apparent conflicts of interest
              between personal and professional relationships;

       2.     Avoid conflicts of interest and disclose to the Board of Directors
              any material transaction or relationship that reasonably could be
              expected to give rise to such a conflict;

       3.     Take all reasonable measures to protect the confidentiality of
              non-public information about TTR or its subsidiaries obtained or
              created in connection with your activities and prevent the
              unauthorized disclosure of such information unless required by
              applicable law or regulation or legal or regulatory process; and
              refrain from using such confidential information for personal
              advantage.

       4.     Take all reasonable measures to achieve responsible use of and
              control over TTR's assets and resources.

       5.     Promote full, fair, accurate, timely and understandable disclosure
              in reports and documents that TTR or its subsidiaries files with,
              or submits to, the Securities and Exchange Commission and other
              regulators and in other public communications made by TTR.

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       6.     Comply with TTR's policies and procedures.

       7.     Act in good faith, responsibly, with due care, competence,
              diligence and without knowingly misrepresenting material facts or
              allowing your better judgement to be subordinated.

       8.     Comply with applicable governmental laws, rules and regulations,
              as well as the rules and regulations of The Nasdaq Stock Market
              (including the over-the-counter Bulletin Board) and/or any other
              self-regulatory organizations of which TTR is a member; and

       9.     Prompt report any possible violation of this Code of Ethics to
              TTR's Board of Directors.

              You will make every effort to cooperate with TTR's internal
              auditor and independent auditors and you will refrain from taking
              any action to fraudulently influence, coerce, manipulate or
              mislead any such auditors.

              You understand that you will be held accountable for your
              adherence to this Code of Ethics. Your failure to observe the
              terms of this Code of Ethics may result in disciplinary action, up
              to and including termination of employment. Violations of this
              Code of Ethics may also constitute violations of law and may
              result in civil and criminal penalties for you, your supervisors
              and TTR.

              If you have any questions regarding the best course of action in a
              particular situation, you should promptly contact any member of
              the Audit Committee or TTR's outside legal counsel.

              Please note that you will be protected from any adverse impact on
              your job and from any other adverse consequences resulting from
              your following this Code of Ethics, including assisting an
              investigation or reporting a violation in good faith.

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              YOUR PERSONAL COMMITMENT TO THE TTR CORPORATION CODE OF ETHICS FOR
              SENIOR EXECUTIVE OFFICERS AND SENIOR FINANCIAL OFFICERS

              I acknowledge that I have received and read the Code of Ethics for
              Senior Executive Officers and Senior Financial Officers of TTR
              Corporation, and understand my obligations to comply with the Code
              of Ethics.

              I understand that my agreement to comply with the Code of Ethics
              does not constitute a contract of my employment.

              Please sign here: ___________________________  Date: _____________

              Please print your name: ____________________________



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