TTR INC.

                   INCENTIVE & NON-QUALIFIED STOCK OPTION PLAN

1.  Purpose:  The Stock  Option  Plan  (hereinafter  the  "Plan") is intended to
provide a method  whereby  employees  (including  officers and directors) of TTR
Inc. (the  "Company")  and its  subsidiaries  who are making and are expected to
continue  making  substantial  contributions  to the  successful  management and
growth of the  Company and its  subsidiaries  may be offered an  opportunity  to
acquire Common Stock,  par value $0.001 per share (the "Common  Stock"),  of the
Company,  in order to increase  their  proprietary  interests in the Company and
their  incentive  to remain in and  advance in the employ of the Company and its
subsidiaries,  and to attract and retain  personnel of experience and ability by
granting such persons an  opportunity  to acquire a proprietary  interest in the
Company.  Accordingly, the Company may, from time to time, grant to such persons
as may be selected in the manner hereinafter provided,  incentive stock options,
as defined in Section  422A of the  Internal  Revenue  Code of 1986 (the "Code")
("Incentive  Stock Options"),  and restricted stock options  ("Restricted  Stock
Options")  to  purchase  shares of Common  Stock of the Company on the terms and
conditions hereinafter  established.  The Incentive Stock Options and Restricted
Stock Options  sometimes are referred to herein  individually as an "Option" and
collectively as the "Options".

2.  Administration:  The Plan shall be administered by a Stock Option  Committee
(the  "Committee")  appointed by the Board of  Directors  of the Company,  which
Committee  membership  may  consist of one member.  Committee  members are to be
members of the Board of Directors of the Company and are eligible to participate
in the  Plan.  Subject  to the  terms and  conditions  of the Plan and  relevant
commitments of the Company, the Committee shall have full discretion,  from time
to time, to select the  individuals or persons to whom Options shall be granted,
to determine  the number of shares to covered by each Option,  the time at which
the Option shall be granted,  the terms and conditions of Option  Agreements (as
hereinafter defined),  and except as hereinafter  provided,  the option exercise
price and the terms during which the Option may be exercised.  The Committee may
exercise its authority hereunder by meeting or by unanimous written consent.

The  Board of  Directors  may at any  time  appoint  or  remove  members  of the
Committee  and  may  fill  vacancies,  however  caused,  in the  Committee.  The
Committee  shall  select  one of its  members  as  Chairman,  and shall hold its
meetings  at such time and place as it shall deem  advisable.  A majority of its
members shall  constitute a quorum.  All actions of the Committee shall be taken
by a majority of its  members  and may be taken by written  consent in lieu of a
meeting.  The Committee shall make such rules and regulations for the conduct of
its business as it shall deem advisable.

3. Interpretation & Amendment: The interpretation, construction or determination
of any provision of the Plan by the Committee shall be final and conclusive.  No
member of the Board of Directors or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan.

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4.  Participants:  Options may be granted under the Plan to key employees of the
Company and its  subsidiaries  (including  employees  who are also  directors or
officers of the Company or its subsidiaries and non-employee directors).  Solely
for the purpose of granting  Restricted  Stock Options under the Plan,  the term
"employees"  shall also include officers and directors of and consultants to the
Company or any  subsidiary.  The status of the Option as either  Incentive Stock
Option or Restricted  Stock Option shall be set forth in the Option  Agreements.
The term "subsidiary" shall mean "subsidiary  corporation" as defined in Section
425 of the Code. No Incentive  Stock Option shall be granted to an employee who,
at the time of the grant of the Incentive  Stock Option,  owns stock  possessing
more than 10% of the total combined voting power of all classes of capital stock
of the Company or any  subsidiary  of the Company;  provided,  however,  that an
Incentive Stock Option may be granted to such employee if, at the time that such
Incentive  Stock Option is granted,  the option  exercise  price is at least 110
percent  (110%) of the fair  market  value of the  Common  Stock  subject to the
Incentive  Stock  Option,  and such  Incentive  Stock Option is by its terms not
exercisable  after the expiration of five (5) years from the date such Incentive
Stock Option is granted.

5. Common  Stock:  The number of shares of Common  Stock which may be issued and
sold pursuant to the Options  granted under the Plan from time to time shall not
exceed in the  aggregate  450,000  shares of Common Stock of the Company,  which
shares may be issued and sold pursuant to Incentive  Stock Options or Restricted
Stock Options, as the Committee, in its sole discretion,  may determine.  Should
any Options  expire or terminate for any reason without having been exercised in
full, the unsold shares covered  thereby shall be added to the shares  otherwise
available for Options hereunder.

6. Terms and Conditions of Options:  Options granted  pursuant to the Plan shall
be in such form and on such  terms as the  Committee  shall,  from time to time,
approve, but subject, nevertheless, to the following terms and conditions:

     (i) The Options  shall state the total  number of shares of Common Stock to
which it relates and no fractional shares of Common Stock shall be issued.

    (ii) The exercise  price per share of Common Stock issuable upon exercise of
an Incentive  Stock Option shall be not less than one hundred  percent (100%) of
the fair  market  value of the Common  Stock  covered by such Option at the date
such  option  is  granted,  or, in the case of an  employee  who at the time the
Incentive  Stock Option is granted owns stock  possessing  more than ten percent
(10%) of the total combined  voting power of all classes of capital stock of the
Company or any subsidiary of the Company, the option exercise price shall be not
less than one  hundred and ten  percent  (110%) of the fair market  value of the
Common Stock covered by such Option.

    (iii) The option  exercise price per share of Common Stock issuable upon the
exercise of a Restricted  Stock Option shall be  determined by the Committee but
shall be not less than the par value of the Common Stock.

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    (iv)  Notwithstanding  any  other  provision  of the  Plan,  the  term of an
Incentive Stock Option and the term of a Restricted  Stock Option shall be for a
period of not more than ten (10)  years from the date the Plan is adopted by the
Board of Directors.

    (v) An Option  must be granted  within ten years of the  earlier of the date
the  Plan is  adopted  or the  date  this  Plan  is  approved  by the  Company's
stockholders.

    (vi) No  individual  shall be given the  opportunity,  under  the  Plan,  to
exercise  Incentive  Stock  Options for the purchase of Common Shares valued (at
the time of grant of the Incentive Stock Options) in excess of $100,000,  in any
calendar  year,  unless and to the  extent  that said  Options  shall have first
become  exercisable  in the preceding  year. No Incentive  Stock Option shall be
granted hereunder in such a manner as would cause the foregoing  restrictions to
be violated.

7. Acceleration,  Extension,  Etc.; Effect of Termination of Employment or other
Relationship.  The  Board  of  Directors  or the  Committee  may,  in  its  sole
discretion  (i)  accelerate  the date or dates  on which  all or any  particular
option or options  granted under the Plan may be  exercised,  or (ii) extend the
dates during which all, or any  particular,  option or options granted under the
Plan  may be  exercised,  provided,  however,  that no such  extension  shall be
permitted  if it would cause the Plan to fail to comply with  Section 422 of the
Code or with Rule 16b-3 of the 1934 Exchange Act (if applicable to such Option).

         Except  as  otherwise  determined  by the  Board  of  Directors  or the
Committee at the date of the grant of the Option,  and subject to the provisions
of the Plan,  an optionee may exercise an Option at any time within one (1) year
(or within such  lesser  period as may be  specified  in the  applicable  option
agreement)  following   termination  of  the  optionee's   employment  or  other
relationship  with the  Company  if such  relationship  was due to the  death or
Disability of the optionee but in no event later than the expiration date of the
Option.  Except  as  otherwise  determined  by the  Board  of  Directors  or the
Committee  at the date of the  grant of an  Option,  if the  termination  of the
optionee's  employment or other  relationship is for any other reason the Option
shall expire immediately upon such termination. For all purposes of the Plan and
any option granted  hereunder,  "Disability" shall have the meaning set forth in
the employment  agreement  between the optionee and the Company,  and if no such
agreement shall exist or if such term is not defined in such agreement, the term
"Disability" shall mean the determination by a physician selected by the Company
that the optionee is unable, by reason of physical or mental illness, to perform
his duties and  responsibilities  to the Company for a period of 60  consecutive
days or a period in excess of 120 days (whether or not  consecutive)  during any
calendar  year during the term of the  optionee's  employment,  or if a court of
competent  jurisdiction  declares  the  optionee is of unsound mind or otherwise
incapable of carrying out his duties and responsibilities to the Company.

8. Notice of Election  Under  Section 83 (b):  With respect to the exercise of a
Restricted  Stock Option,  each employee making an election under Section 83 (b)
of the Code and the Regulations and Rulings promulgated  thereunder will provide
a copy thereof to the Company within 30 days of the filing of such election with
the Internal Revenue Service.  Any insider  acquiring  Options after the Company
becomes  subject

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to Rule  16b-3 who  elects  the  election  under  Section 83 (b) of the Code and
Regulations promulgated  thereunder,  shall notify the Company within 30 days of
the filing of such election.

9. Stock Splits,  Mergers,  Etc.: In the case of any stock split, stock dividend
or  similar  transaction  applicable  to all of the  outstanding  shares  of the
Company equally which increases or decreases the number of outstanding shares of
Common Stock pari passu,  appropriate  adjustment  shall be made by the Board of
Directors, whose determination shall be final, to the number of Shares of Common
Stock which may be purchased  under the Plan, as well as to the number of Common
Stock which may be  purchased  under the Option so as to maintain  the  relative
share  interests  offered  thereby and to the Option exercise price per share of
Common  Stock.  In the case of a merger,  sale of assets or similar  transaction
which  results in a  replacement  of the  Company's  Common  Stock with stock of
another  corporation,  the Company  will be required to replace any  outstanding
Options granted under the Plan with comparable  options to purchase the stock of
such other  corporation.  The Company may provide for immediate  maturity of all
outstanding Options prior to the effectiveness of such merger, sale of assets or
similar transaction, with all Options not being exercised within the time period
specified by the Board of Directors being terminated.

10.  Exercise of Options:  An option holder electing to exercise an Option shall
give written  notice to the Company of such election and the number of shares of
Common  Stock that he has elected to acquire.  An option  holder of a Restricted
Stock  Option  shall have no rights of a  stockholder  with respect to shares of
Common  Stock  covered by an Option  until after the date of issuance of a stock
certificate to him upon partial or complete  exercise of his Option. A holder of
an Incentive Stock Option shall have the rights of a stockholder with respect to
shares of Common Stock upon exercise of the Option.

11.  Written  Option  Agreement:  Agreements  granting  Options  under  the Plan
("Option  Agreements") shall be in writing, duly executed and delivered by or on
behalf of the  Company  and the  option  holder,  shall  contain  such terms and
conditions as the committee deems  advisable,  and shall specify its application
as to a Restricted  Stock Option or an Incentive  Stock Option.  If there is any
conflict  between the terms and conditions of any Option Agreement and the Plan,
the terms and conditions of the Plan shall control.

12. Payment: The Option Exercise Price shall be payable upon the exercise of the
Option in cash,  by  certified  check or by tender of the shares of Common Stock
or, at the discretion of the Board of Directors, by paying cash, at the minimum,
the par value of the shares of Common  Stock  being  acquired  and  executing  a
promissory for the balance of the Option exercise Price, provided that said note
shall bear interest in the case of Incentive  Stock Options,  at a rate which is
no less than the lowest  applicable U.S.  federal rate required to be charged to
preclude the re  characterization of any amount of stated principal interest for
U.S. federal tax purposes.  In the case of Restricted Stock Options, the rate of
interest will be determined by the Committee.  If the shares of Common Stock are
tendered as payment of the option exercise price, the value of such shares shall
be their fair market value as of the date of exercise.

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13. Restrictions on Issuing Shares: The exercise of each Option shall be subject
to the  condition  that  if at any  time  the  Company  shall  determine  in its
discretion  that  the  satisfaction  of  withholding  tax or  other  withholding
liabilities,  or that the listing,  registration or  qualification of any shares
otherwise  deliverable upon such exercise upon any securities  exchange or under
any state or federal law, or that the consent or approval of any regulatory body
is  necessary  or  desirable  as a condition  of, or in  connection  with,  such
exercise in the  delivery or purchase of shares  pursuant  thereto,  then in any
such event,  such  exercise  shall not be  effective  unless  such  withholding,
listing,  registration,  qualification,  consent  or  approval  shall  have been
effected or obtained free of any conditions  not acceptable to the company.  The
Company   shall  use  its  best  efforts  to  effect  or  secure  the  necessary
withholding, listing, registration,  qualification, consent or approval so as to
effect the  exercise of each  option and issue and deliver the shares  purchased
thereunder.

14. Term of the Plan: The Plan shall  terminate ten (10) years after the Plan is
adopted by the Board of  Directors,  and no Option shall be granted  pursuant to
the Plan after that date.

15. Application of the Funds: The proceeds received by the Company from the sale
of the Common Stock  pursuant to the exercise of the Options  granted  under the
Plan shall be used for general corporate purposes.

16. Continuation of Employment:  Neither the Plan nor any Option Agreement shall
impose  any  obligation  on the  Company  or any  subsidiary  of the  Company to
continue the employment of an option  holder,  and nothing in the Plan or in any
Option  Agreement  shall confer upon any option  holder any right to continue in
the employ of the Company or the  subsidiary of the Company or conflict with the
right of either to terminate such employment at any time.

17.  Effectiveness  of the Plan: The Plan shall become  effective on the date of
its  adoption  by the Board of  Directors,  but  subject,  nevertheless,  to (i)
approval,  within 12 months thereof, by the stockholders representing at least a
majority of the voting stock of the Company or by such greater percentage as may
from time to time be required  under the laws of he State of Delaware,  and (ii)
such approvals as may be required by any other public authorities. Options under
this Plan may be granted but not exercised until it is approved by the Company's
shareholders.  In the event the Plan is not approved,  the Plan shall  terminate
and all Options granted shall be void and have no force or effect.

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