WARRANT


NEITHER THIS WARRANT NOR THE SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
BEEN  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE
SOLD, PLEDGED,  HYPOTHECATED OR OTHERWISE  TRANSFERRED EXCEPT IN ACCORDANCE WITH
THE REPRESENTATIONS AND AGREEMENTS MADE BY THE RECORD HOLDER HEREOF SET FORTH IN
THIS WARRANT.


                                    TTR INC.

                          COMMON STOCK PURCHASE WARRANT

                                   in favor of

                                    ---------

                                                         Date: December 31, 1998


No. 1998 __                                                  3,000 Common Shares

         FOR VALUE  RECEIVED,  TTR INC.,  a Delaware  company  (the  "Company"),
hereby grants to __________ or its  registered  assignees  (the  "Holder"),  the
right to purchase,  subject to the terms and conditions  hereof,  Three Thousand
(3,000) fully paid and non-assessable shares of Common Stock of the Company, par
value $0.001 ("Shares"). The purchase price for each Share purchased pursuant to
this  Warrant  shall  be  US  six  dollars   ($6.00)  (the  "Exercise   Price").
Hereinafter,  (i)  the  shares  purchasable  hereunder  are  referred  to as the
"Warrant  Shares";  (ii) and the price payable hereunder for each of the Warrant
Shares, as adjusted in the manner set froth  hereinafter,  is referred to as the
"Per Share  Warrant  Price";  and (iii) this warrant and all warrants  hereafter
issued in  exchange or  substitution  for this  Warrant  are  referred to as the
"Warrants".  The Per Share  Warrant  Price and the number of Warrant  Shares are
subject to adjustment as hereinafter provided.

1. Warrant Period; Exercise of Warrant

         1.1  This  Warrant  may be  exercised  in  whole  or part  at any  time
commencing  9:00 a.m.,  New York City time,  on any business day on or after the
issuance  thereof  and  continuing  up to the  fifth  anniversary  thereof  (the
"Warrant  Period"),  by the  surrender  of this  Warrant  (with a duly  executed
exercise  form in the form  attached  at the end  hereof  as  Exhibit  A) at the
principal  office of the Company,  together  with the proper  payment of the Per
Share Warrant Price times the number of Warrant Shares.

         1.2 Upon such  surrender of this Warrant,  the Company will (a) issue a
certificate  or  certificates  in the name of Holder for the  Warrant  Shares to
which the Holder  shall be entitled  and (b) deliver  the other  securities  and
properties  receivable  upon  the  exercise  of this  Warrant,  pursuant  to the
provisions of this Warrant.

<PAGE>


         1.3 Any stamp tax  attributable  to the issuance of the Shares shall be
borne solely by Holder.

2. Representations and Warranties

         The Holder (i)  represents,  warrants,  covenants  and agrees  that the
Warrant and the  underlying  Warrant Shares are being acquired by the Holder for
the Holder's own account,  for investment  purposes only, and not with a view to
or for the sale in connection with any distribution  thereof or with any present
intention  of  selling  or  distributing  all or any part of the  Warrant or the
Warrant  Shares;  (ii)  understands (x) that if it should  thereafter  decide to
dispose of such Warrant or Warrant Shares (which it does not contemplate at such
time) it may do so only in  compliance  with  the  Securities  Act of  1933,  as
amended (the "Securities  Act"), (y) this Warrant and the Warrant Shares are not
registered under the Securities Act; and (iii) acknowledges that, as of the date
hereof,  it has been given a full opportunity to ask questions of and to receive
answers from the Company  concerning this Warrant and the Warrant Shares and the
business of the Company and to obtain such information as it desired in order to
evaluate  the  acquisition  of this  Warrant  and the  Warrant  Shares,  and all
questions have been answered to its full satisfaction.

3. Reservation of Shares

         The Company  covenants  that at all times during the Warrant  Period it
shall  have  authorized  and in  reserve,  and will keep  available  solely  for
issuance or delivery upon exercise of the Warrant,  the Warrant Shares and other
securities  and  properties  as from time to time shall be  receivable  upon the
exercise of this Warrant,  free and clear of preemptive  rights and restrictions
on sale or  transfer  except as  otherwise  set forth  herein or in the  Company
By-Laws.

4. Adjustment

         4.1 In case of any  consolidation or merger of the Company with or into
another  corporation  (other than a merger or consolidation in which the Company
is the surviving or the  continuing  corporation)  or in the case of any sale or
conveyance to another  corporation  or other entity of the  property,  assets or
business of the Company as an entirety or substantially  as an entirety,  in any
such case, the Company or such successor or purchasing corporation or entity, as
the case may be, shall (i) execute with the Holder an agreement  that the Holder
shall have the right  thereafter to receive upon the exercise of the Warrant the
kind and amount of shares  and/or other  securities or other  property  which he
would have owned or have been  entitled to receive  after the  happening of such
consolidation,  merger,  sale or  conveyance  had  the  Warrant  been  exercised
immediately  prior  to  such  action,  (ii)  make  effective  provision  in  its
certificate of its incorporation or otherwise,  if necessary, in order to effect
such  agreement,  and (iii) set aside or reserve  for the benefit of the Holder,
the stock,  securities,  property and cash to which the Holder would be entitled
to upon exercise of this Warrant.

         4.2 In case the Company shall (A) pay a dividend or make a distribution
on its shares of Common Stock (B) subdivide or reclassify its outstanding Common
Stock  into a  greater  number of  shares,  or (C)  combine  or  reclassify  its
outstanding  Common Stock into a smaller number of shares or otherwise  effect a
reverse  split,  (other  than a change  in par  value or from no par  value to a
specific par value),  the Exercise  Price shall be  proportionately  adjusted so
that the Holder shall have the right thereafter to receive upon exercise of this
Warrant  solely the kind and

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<PAGE>


amount of shares,  the Holder would have owned had this  Warrant been  exercised
immediately    prior   to   such   dividend,    subdivision,    combination   or
reclassification.

         4.3 The above  provisions of this paragraph 4 shall  similarly apply to
successive   reclassifications   and   changes  of  Shares  and  to   successive
consolidations.

         4.4 In case the Company shall,  subsequent to November 30, 1998,  issue
rights  or  warrants  to all  holders  of its  Common  Stock  entitling  them to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common Stock) at a price (or having a conversion  price per share) less than the
current  market price of the Common Stock,  the Exercise Price shall be adjusted
so that the same shall equal the price  determined by  multiplying  the Exercise
Price in effect immediately prior to the date of such issuance by a fraction, of
which the numerator shall be the number of shares of Common Stock outstanding on
the record date mentioned  below plus the number of additional  shares of Common
Stock which the aggregate offering price of the total number of shares of Common
Stock  so  offered  (or  the  aggregate  conversion  price  of  the  convertible
securities so offered)  would purchase at such current market price per share of
the Common Stock, and of which the denominator  shall be the number of shares of
Common  Stock  outstanding  on such  record  date plus the number of  additional
shares of Common Stock offered for  subscription or purchased (or into which the
convertible  securities so offered are  convertible).  Such adjustment  shall be
made  successively  whenever such rights or warrants are issued and shall become
effective   immediately   after  the  record  date  for  the   determination  of
stockholders entitled to receive such rights or warrants; and to the extent that
shares of Common  Stock or  securities  convertible  into  Common  Stock are not
delivered  after the  expiration of such rights or warrants,  the Exercise Price
shall be readjusted to the Exercise  Price which would then be in effect had the
adjustments made upon the issuance of such rights or warrants been made upon the
basis of  delivery of only the number of shares of Common  Stock (or  securities
convertible into Common Stock) actually delivered.

           4.5 In case the  Company  shall,  subsequent  to November  30,  1998,
distribute  to all holders of Common  Stock  evidences  of its  indebtedness  or
assets  (excluding cash dividends or distributions  paid out of current earnings
or subscription rights or warrants (excluding those referred to in Paragraph 4.4
of this Warrant), then in each such case the Exercise Price in effect thereafter
shall be  determined by  multiplying  the Exercise  Price in effect  immediately
prior thereto by a fraction, of which the numerator shall be the total number of
shares of common Stock  outstanding  multiplied by the current  market price per
share of  common  Stock,  less the  fair  market  value  (as  determined  by the
Company's  Board of  Directors) of said assets or evidences of  indebtedness  so
distributed or of such rights or warrants, and of which the denominator shall be
the  total  number of shares of  Common  Stock  outstanding  multiplied  by such
current market price per share of Common Stock.  Such  adjustment  shall be made
successively whenever such a record date is fixed. Such adjustment shall be made
whenever any such  distribution is made and shall become  effective  immediately
after the record date for the determination of stockholders  entitled to receive
such distribution.

5. Limited Transfer

         (a) This Warrant may not be sold, transferred, assigned or hypothecated
by the Holder and is so transferable  only on the books of the Company which the
Company shall cause to be maintained for such purpose. The Company may treat the
registered  holder of record as the Holder for all  purposes.  The Company shall
permit any holder of a Warrant or his duly


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<PAGE>


authorized  attorney,  upon written request during  ordinary  business hours, to
inspect and copy or make extracts from its books showing the registered  holders
of Warrants.

         (b) In no event shall the Company be  obligated  to effect any transfer
of Warrants or Warrant Shares unless a registration  statement is in effect with
respect thereto under applicable state and Federal securities laws or unless the
Company has received an opinion in substance reasonably  satisfactory to it from
counsel that such registration is not required.  Unless registered,  the Warrant
Shares issued upon exercise of the Warrants  shall be subject to a stop transfer
order and the certificate or  certificates  evidencing such Warrant Shares shall
bear the following legend:

"THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933,  AS  AMENDED,  PURSUANT  TO A  REGISTRATION  STATEMENT.
ACCORDINGLY,  SUCH  SHARES  MAY NOT BE  OFFERED  OR SOLD  EXCEPT  PURSUANT  TO A
REGISTRATION  STATEMENT UNDER SUCH ACT, OR AN EXEMPTION FROM REGISTRATION  UNDER
SUCH ACT."

6. Loss, etc. of Warrant

         Upon  receipt  of  evidence  satisfactory  to the  Company of the loss,
theft,  destruction or mutilation of this Warrant,  and of indemnity  reasonably
satisfactory to the Company,  if lost,  stolen or destroyed,  and upon surrender
and cancellation of this Warrant,  if mutilated,  and upon  reimbursement of the
Company's reasonable incidental expenses,  the Company shall execute and deliver
to the Holder a new Warrant of like date, tenor and denomination.

7. Warrant Holder Not Shareholder

         Except as otherwise provided herein,  this Warrant does not confer upon
the Holder any right to vote or to consent or to receive notice as a shareholder
of the  Company,  as such,  in respect of any matters  whatsoever,  or any other
rights or liabilities as a shareholder, prior to the exercise hereof.

8. Headings

         The  headings  of this  Warrant  have  been  inserted  as a  matter  of
convenience and shall not affect the construction hereof.

9. Notices.

         Unless otherwise provided,  any notice required or permitted under this
Warrant  shall be given in writing  and shall be deemed  effectively  given upon
personal  delivery to the party to be  notified or seven (7) days after  deposit
with a National  Post Office,  for  dispatch by  registered  or certified  mail,
postage  prepaid  and  addressed  to the Holder at the  address set forth in the
Company's  books and to the Company at the address of its principal  offices set
forth above.

10. Governing Law

         This  Warrant  shall be  governed  by and  construed  and  enforced  in
accordance  with the laws of the State of New York  applicable to contracts made
and performed within such State.

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<PAGE>


         IN WITNESS  WHEREOF,  the Company has caused this Common Stock Purchase
Warrant to be executed as of the date first written above.



TTR INC.



By: __________________________


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<PAGE>



                                    EXHIBIT A

                              WARRANT EXERCISE FORM


                                                         _________________, 199_


TO:   TTR Inc.
RE:   Exercise of Warrant


The undersigned  hereby  irrevocably  elects to exercise the attached Warrant to
the  extent of  ___________________  Common  Shares of TTR Inc.  at the price of
$6.00 a share of Common  Stock.  Payment to the  Company  of the total  purchase
price for such  shares has been made  simultaneously  with the  delivery of this
exercise of warrant.


By:  ___________________

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