TTR TECHNOLOGIES INC
CONSULTING AGREEMENT (TTR & M. TOKAYER)
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>d51897_ex10-3.txt
<DESCRIPTION>CONSULTING AGREEMENT (TTR & M. TOKAYER)
<TEXT>

                                  Exhibit 10.3

                              CONSULTING AGREEMENT

      This Agreement is made and entered into as of the 10th day of September
2002, by and between TTR Technologies, Inc., a Delaware corporation (the
"Company") having an office at 575 Lexington Avenue, New York, New York 10022
and Marc D. Tokayer (the "Consultant").

      WHEREAS, the Company is engaged in the business of developing and
commercializing copy-protection software for use with various media and is
desirous of retaining Consultant's services;

      WHEREAS, Consultant has experience and expertise in the area of copy
protection, and desires to be retained by the Company, all on the terms and
conditions set forth herein;

      NOW THEREFORE, in consideration of the mutual promises made herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

      1. Duties: The Company hereby engages Consultant for the term specified in
Section 2 hereof to render services set forth in Schedule I hereto, upon the
terms and conditions set forth herein.

      2. Term: Except as otherwise specified in Section 4 hereof, Consultant
shall provide the Services from October 1, 2002 (the "Effective Date") through
December 31, 2002.

      3. Place of Provision of Services, Travel: The Services hereunder shall be
provided in the United States, primarily out of the Company's premises in New
York City. To this end, Consultant shall travel to New York City as required
under this Agreement, at the Company's sole expense, request and discretion. All
travel shall be in accordance with the Company's travel policies. The Company
shall not be required to reimburse Consultant for any lodging or hotel expenses
while Consultant is in the United States.

      4. Fees In consideration for the services rendered by Consultant to the
Company pursuant to this Agreement Consultant shall be paid the sum of 27,667.67
per month, payable to Consultant as follows (collectively, the "Fee") :

            (a) $41,500 upon the execution hereof;

            (b) the balance of $41,500 on December 31, 2002. The balance to be
      paid pursuant to this Section 4(b) shall be held in escrow by the law firm
      Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP and shall be released to
      the Consultant on December 31, 2002 pursuant an escrow agreement in the
      form attached hereto as Schedule II; and

            (c) All sums payable to the Consultant hereunder are gross amounts.
      Consultant shall be solely responsible for the payment of all taxes and
      fees including without limitation any federal or state withholding taxes.

      5. The Consultant's Services to Others: The Consultant acknowledges that
the he will dedicate significant time to the Company to fulfill his duties under
this Agreement. Nothing herein shall require Consultant to dedicate a specific
amount of time to the Company in connection with the fulfillment of his duties
however Consultant further acknowledges that he may not be engaged to provide
similar services to others.


<PAGE>

      6. Proprietary Information.

            (a) The term "Information" means any and all confidential and
      proprietary information including but not limited to any and all
      specifications, formulae, prototypes, software design plans, computer
      programs, and any and all records, data, methods, techniques, processes
      and projections, plans, marketing information, materials, financial
      statements, memoranda, analyses, notes, and other data and information (in
      whatever form), as well as improvements and know-how related thereto,
      relating to the Company or its products. Information shall not include
      information that (a) was already known to or independently developed by
      the Consultant prior to its disclosure as demonstrated by reasonable and
      tangible evidence satisfactory to the Company; (b) shall have appeared in
      any printed publication or patent or shall have become part of the public
      knowledge except as a result of breach of this Agreement by the Consultant
      or similar agreements by other Company consultants or employees (c) shall
      have been received by the Consultant from another person or entity having
      no obligation to the Company or (d) is approved in writing by the Company
      for release by the Consultant.

            (b) The Consultant agrees to hold in trust and confidence all
      Information disclosed to it and further confirms that it will not exploit
      or disclose the Information to any other person or entity or use the
      Information directly or indirectly for any purpose other than for its work
      with the Company.

            (c) The Consultant acknowledges and agrees that the Information
      furnished by the Company to it is and shall remain proprietary to the
      Company. Unless otherwise required by statute or government rule or
      regulation, all copies of the Information, shall be returned to the
      Company immediately upon request without retaining copies thereof.

      7. Miscellaneous.

            (a) This Agreement between the Company and Consultant constitutes
      the entire agreement and understanding of the parties hereto, and
      supersedes any and all previous agreements and understandings, whether
      oral or written, between the parties with respect to the matters set forth
      herein.

            (b) Consultant acknowledges and agrees that he is an independent
      contractor, is not the agent of the Company and has no authority in such
      capacity to bind or commit the Company by or to any contract or otherwise.
      Consultant is not, expressly or by implication, an employee of the Company
      for any purpose whatsoever.

            (c) Any notice or communication permitted or required hereunder
      shall be in writing and shall be deemed sufficiently given if
      hand-delivered or sent (i) postage prepaid by registered mail, return
      receipt requested, or (ii) by facsimile, to the respective parties as set
      forth below, or to such other address as either party may notify the other
      in writing:

      If to the Company:

                                               TTR Technologies, Inc.
                                               575 Lexington Avenue
                                               New York, NY


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<PAGE>

                                               If to the Consultant:

                                               Marc D. Tokayer
                                               42 Habanim Street
                                               Petach Tikva

            (d) This Agreement shall be binding upon and inure to the benefit of
      each of the parties hereto and their respective successors, legal
      representatives and assigns.

            (e) This Agreement may be executed in any number of counterparts,
      each of which together shall constitute one and the same original
      document.

            (f) No provision of this Agreement may be amended, modified or
      waived, except in a writing signed by all of the parties hereto.

            (g) This Agreement shall be construed in accordance with and
      governed by the laws of the State of New York, without giving effect to
      conflict of law principles. The parties hereby agree that any dispute
      which may arise between them arising out of or in connection with this
      Agreement shall be adjudicated before a court located in New York City,
      and they hereby submit to the exclusive jurisdiction of the courts of the
      State of New York located in New York, New York and of the federal courts
      in the Southern District of New York with respect to any action or legal
      proceeding commenced by any party, and irrevocably waive any objection
      they now or hereafter may have respecting the venue of any such action or
      proceeding brought in such a court or respecting the fact that such court
      is an inconvenient forum, relating to or arising out of this Agreement,
      and consent to the service of process in any such action or legal
      proceeding by means of registered or certified mail, return receipt
      requested, in care of the address set forth in this Section 8.


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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.


                                               Marc D. Tokayer:
                                               /s/ Marc D. Tokayer
                                               ------------------------------


                                               TTR TECHNOLOGIES, INC.

                                               By: /s/ Daniel C. Stein
                                                  ---------------------------
                                               Name: Daniel C. Stein
                                               Title: Chief Executive Officer


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<PAGE>

                                   Schedule I

                      Services to be rendered by Consultant

      Set forth below is a schedule of the tasks which the Consultant will be
responsible. In performing these tasks, Consultant will consult with, as is
necessary or desirable, the Company's Chief Executive Officer and/or Chief
Operating Officer.

1.    Assist in the restructuring and building of Inc.'s engineering plans

2.    Assist in the transition of Daniel Stein as CEO

3.    Provide analysis of US Music Industry to Board and CEO

4.    Introduce US personnel to record label contacts in US and Europe


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