TTR TECHNOLOGIES INC
AGREEMENT BETWEEN TTR AND BLUESTONE CAPITAL
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>AGREEMENT BETWEEN TTR AND BLUESTONE CAPITAL
<TEXT>


                                  Exhibit 10.2

                                                                 August 23, 2000

Mr. Marc D. Tokayer
Chairman and CEO
TTR Technologies
2 Hanagar St., POB 2295
Kfar-Saba, 44425

ISRAEL

Dear Mr. Tokayer:

      This will confirm the understanding and agreement (the "Agreement")
between TTR Technologies and its subsidiaries (collectively, the "Company") and
BlueStone Capital Partners, L.P. ("BlueStone") as follows:

      1. The Company hereby engages BlueStone as the Company's financial advisor
with respect to advice relating to strategic and financial matters, including
capital structure, shareholder profile, proposed financing strategies, enhancing
shareholder value and other similar financial matters. BlueStone shall also
assist the Company with increasing the financial community's awareness of the
Company and its prospects.

      2. This Agreement shall be effective for a period of one year, commencing
upon the execution hereof and shall be extended on mutually acceptable terms
unless terminated on ten days written notice by either party to the other party.

      3. In consideration for the services rendered by BlueStone to the Company
pursuant to this Agreement, upon the execution hereof, the Company shall pay to
BlueStone a non-refundable retainer fee of $50,000. Additionally, the Company
shall issue to BlueStone and/or its designees warrants to purchase 200,000
shares of the Company's Common Stock, which warrants shall vest as follows:
100,000 at the signing of the engagement letter and the remainder in seven equal
monthly installments beginning thirty days after the signing of this engagement
letter. If the Company terminates Bluestone without cause, then Bluestone would
receive any unvested warrants within three business days of termination. If
Bluestone terminates this Agreement without cause, then it would forfeit any
unvested warrants. If the Company is the subject of a merger and acquisition
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transaction during that period, the unvested warrants wold vest and be
immediately exercisable. Additional terms relating to the warrant shall be as
follows: (i) exercise price shall be $7.50 per share; (ii) exercise period shall
be five years from the date of issuance; and (iii) for the first two years, the
warrant shall not exercisable unless the Company's Common Stock has traded at or
above $10 per share for the 15 trading days preceding the date of exercise
(unless the Company is the subject of a merger and acquisition transaction
during that period, in which case the warrant would be exercisable). The terms
and conditions of the warrants shall be set forth more fully in a separate
warrant agreement to be executed by BlueStone and the Company, and shall give
BlueStone and its designees two piggyback registration rights for , for a period
of five years at the expense of the Company (except for Bluestone's share of
underwriting commissions, if any) and subject to standard underwriter imposed
restrictions or limitation (in the case of an underwritten offer). The warrant
shall contain standard dilution provisions for stock combinations and stock
splits and a provision allowing for cashless exercise of such warrants.

      4. The Company shall reimburse BlueStone for out-of-pocket and incidental
expenses incurred in connection with the engagement hereunder, promptly as
requested, provided that any amount expended in excess of $500 shall be
pre-approved in writing by the Company.

      5. Any advice, either oral or written, provided to the Company by
BlueStone hereunder shall not be publicly disclosed or made available to third
parties without the prior written consent of BlueStone, except as may be
required under applicable law or by court order of a court of competent
jurisdiction. In addition, BlueStone may not be otherwise publicly referred to
without its prior consent. Notwithstanding the foregoing, Bluestone acknowledges
and agrees that the Company and its auditors, in compliance with the Company's
reporting obligation under applicable securities laws, may be required to
disclose the terms of the agreement and that the Company is required to publicly
file a copy of this agreement in compliance therewith. Accordingly, Bluestone
agrees that the Company's compliance with its obligations under applicable law
shall not be deemed a violation of the provisions of this Paragraph 5 of this
Agreement.

      6. The Company recognizes and confirms that in fulfilling its engagement
hereunder, BlueStone will use and rely on data, material and other information
furnished to BlueStone by the Company. The Company acknowledges and agrees that
in performing its services under this engagement, BlueStone may rely upon the
data, material and other information supplied by the Company without
independently verifying its accuracy, completeness or veracity. The Company
represents and warrants to BlueStone that all such information concerning the
Company provided by the Company in response to requests made by BlueStone or
otherwise, will be true and accurate in all material respects and will not
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in light of the
circumstances under which such statements are made. The Company acknowledges and
agrees that BlueStone will be using and relying upon such information supplied
by the
<PAGE>

Company and its officers, agents and others and any other publicly available
information concerning the Company which was prepared and authorized by the
Company without any independent investigation or verification thereof or
independent appraisal by BlueStone of the Company or its business or assets.

      7. Since BlueStone will be acting on behalf of the Company in connection
with this engagement, the Company agrees to indemnify BlueStone as set forth in
a separate letter agreement, dated the date hereof, between BlueStone and the
Company.

      8. This Agreement is delivered in the State of New York and shall be
construed and enforced in accordance with and governed by, the laws of the State
of New York, without giving effect to its conflict of law principles. The
parties hereto hereby agree that any action, proceeding or claim against it
arising out of or in any way related to this Agreement shall be brought and
enforced in the courts of the State of New York or the United States of America
for the Southern District of New York and irrevocably submits to such exclusive
jurisdiction, and hereby irrevocable waives any objection to such exclusive
jurisdiction or inconvenient forum. Any right to trial by jury with respect to
any lawsuit, claim or other proceeding arising out of or relating to this
Agreement or the services to be rendered by Bluestone hereunder is expressly and
irrevocably waived.

      9. This Agreement represents the entire understanding between the parties
respecting the subject matter hereof and supersedes any prior understanding,
agreement, or arrangement. This Agreement may not be amended, modified or
waived, except in writing signed by all of the parties hereto. This Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original but all of which when taken together shall constitute one and the same
instrument.

      BlueStone is delighted to accept this engagement and looks forward to
working with you on this assignment. If the foregoing correctly sets forth the
understanding between BlueStone and the Company with respect to this agreement,
please so indicate by signing the enclosed duplicate in the place provided
below, whereupon this letter shall constitute a binding agreement as of the date
first above written.

                                    BLUESTONE CAPITAL PARTNERS L.P.


                                    By: /s/ Jimmie L. Sundstrom
                                        -----------------------
                                        Jimmie L. Sundstrom
                                        Managing Director
Accepted and Agreed:

TTR TECHNOLOGIES, INC.


By: /s/ Marc D. Tokayer
    -----------------------
    Marc D. Tokayer
    Chairman and CEO

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