June 19, 2000
Mr. Emanuel Kronitz
Chief Operations Officer
TTR Technologies, Inc.
2 Hanagar St.
PO Box 2295
This will confirm the understanding between TTR Technologies, Inc. (the "Company"), and Brean Murray & Co.,
Commencing June 19, 2000 and through the period ending June 30, 2001, the Company retains BMCI and
BMCI agrees to perform such financial advisory services as the Company may from time to time reasonably
request, as set forth below. Shortly after execution of this agreement, BMCI and the Company will agree upon an
independent expert to conduct due diligence covering the technologies and market opportunities. The Company
will pay these expenses which will not exceed $50,000.
During the initial phase of the relationship, BMCI, agrees to act as a financial advisor to the Company. Subject to
regulatory restraints or business considerations, BMCI will make a market in the shares of the Company. If our
Director of Research deems it appropriate, we will also assign a research analyst to follow the progress of the
company and if the analyst, the Director of Research and our Investment Policy Committee concur, we will issue
periodic research reports on your company.
We will hold meetings for you in our offices for the purpose of introducing your company to both our portfolio
managers and our small-cap institutional sales staff. To the extent you are willing to travel, we will also assist in
organizing small-cap institutional road show meetings. We will also work closely with your investor relations
department and or firm with a view to coordinating our various activities, and we will make such suggestions as to
how to improve the ongoing investor relations program as we believe will be helpful.
In consideration of the performance by BMCI of such services, and in lieu of BMCI's normal annual retainer, the
Company will issue to BMCI or its designees, warrants, in the form annexed as Appendix A to this agre