Exhibit 4.1

                                 PROMISSORY NOTE

$100,000.00                                                          May 2, 2002

      FOR VALUE RECEIVED, Daniel Stein ("Maker"), promises to pay to the order
of TTR Technologies, Inc. ("Payee"), 575 Lexington Avenue, New York, NY or at
such other place as the Payee may from time to time designate in writing, the
principal sum of One Hundred Thousand Dollars ($100,000.00), as well as accrued
interest as provided for hereunder, to be paid in lawful money of United States
of America, on or before May 2, 2005 (the "Maturity Date"). The unpaid principal
balance shall bear interest at a rate of four percent (4%). All interest charges
shall be calculated for the actual number of days elapsed based on a 365 day
year.

      This Note is issued pursuant to section 4 (b) (i) of that certain
employment agreement between Payee and Maker, dated as of May 22, 2002, pursuant
to which Maker serves as Payee's Chief Executive Officer (the "Employment
Agreement") and the following terms and conditions:

      1. The principal amount of this Note may be repaid by Maker , in whole or
in part without premium or penalty, at any time. Upon any prepayment of the
entire principal amount of this Note, or portion thereof, all accrued, but
unpaid, interest shall be paid to Payee on the date of prepayment with respect
to the principal amount prepaid. All prepayments shall be applied first to any
accrued and unpaid interest.

      2. Subject to Maker's continuing employment with Payee under the
Employment Agreement, Payee shall forgive annually, on the last day of each
calendar year, commencing from December 31, 2002 and continuing through December
31, 2004, an amount of principal and interest equal to 33.3% of the principal
sum and any pro rata portion of interest accrued thereon.

      3. Events of Default Upon the occurrence of any of the following events
(hereinafter, "Events of Default"), the full amount of this Note and all
outstanding principal and accrued interest through the date of payment (without
giving effect to Paragraph 2 above) shall become immediately due and payable:

      (i)   Upon termination by Maker of his employment under the Employment
            Agreement without Good Reason (as defined in the Employment
            Agreement);

      (ii)  Upon termination by Payee of Maker's employment under the Employment
            Agreement for Cause, as specified in Section 6(c ) of the Employment
            Agreement, with the exception of Cause as defined in Sub-Section
            6(c)(viii);

      In the event any one or more of the Events of Default specified above
shall happen or be continuing, the Payee may proceed to protect and enforce its
right by suit in the specific performance of any covenant or agreement contained
in this Note or in aid of the exercise of any power granted in this Note or may
proceed to enforce the payment of this Note or to enforce any other legal or
equitable rights as Payee may have.

      4. Miscellaneous (i) Maker represents that execution and delivery of this
Note has been duly authorized and that execution and delivery of this Note shall
not violate or cause a default of any obligation, covenant or condition
contained in any agreement to which Maker is a party.



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      (ii) This Note shall be construed and enforce in accordance with the laws
of the State of New York. Maker and Payee hereby consent to the exclusive
jurisdiction of the courts of the State of New York and the United States
District Courts situated therein in connection with any action concerning the
provisions of this Note.

      IN WITNESS WHEREOF, the Maker has caused this Note to be signed as of the
date first written above.


/s/ Daniel Stein
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Daniel Stein