CONSULTING AGREEMENT

         CONSULTING  AGREEMENT  made and entered into as of the 1st day of June,
1998 by and between TTR Inc.,  a Delaware  corporation  (hereafter  "TTR" or the
"Company") and Trax  Investments  Ltd., a _____________  corporation ( hereafter
the "Consultant").

                             W I T N E S S E T H

         WHEREAS,  the  Company  is in the  business  developing  and  marketing
various software products and components;

         WHEREAS,  Consultant  has  experience  and  expertise in the  providing
general  financial  and  investment  advice to  high-tech  companies,  including
without limitation,  locating and interesting  strategic investors,  considering
potential acquisition targets for the Company and locating other potential areas
of joint cooperation and development (hereinafter the "Services");

         WHEREAS,  the Company  desires to engage the services of  Consultant to
provide the Services;

         NOW, THEREFORE, in consideration of the mutual promises,  covenants and
undertakings of the parties, it is hereby agreed:

1. Engagement & Duties.

         1.1 The Company hereby engages  Consultant and the Consultant agrees to
provide advice and services to the Company  regarding the Services as determined
form time to time by the Company.  Consultant  shall devote such time and effort
to the  consulting  services  hereunder  as is  necessary  and  proper  for  the
fulfillment of Consultant's obligations hereunder.

         1.2 Consultant  shall report  regularly to the President of the Company
with respect to Consultant's activities hereunder.

2.  Compensation  For services  rendered  hereunder,  the Company shall issue to
Consultant  50,000 shares of the Company's  Common Stock,  par value $0.001 (the
"Common Stock" or "Securities").

3.  Term & Termination.  This Agreement  shall continue in full force and effect
through June 1, 1999, unless the parties mutually agree otherwise.

4. Representations of Consultant Respecting the Securities.

         4.1 General  Restriction  on Transfer.  Except for transfers  otherwise
permitted by this Agreement or applicable  law,  Consultant  agrees that it will
not transfer any of the Securities.

         4.2 Not for Resale.  Consultant  represents  that it is  acquiring  the
Securities  for  investment  for its own  account and not with a view to, or for
resale in  connection  with,  the  distribution  or other  disposition  thereof.
Consultant  agrees that it will not,  directly or indirectly,  offer,  transfer,
sell,  assign,  pledge,  hypothecate or otherwise dispose of (each a "Transfer")
any of the Securities  unless such Transfer complies with the provisions of this
Agreement  and  (i)  the  Transfer  is  pursuant  to an  effective  registration
statement  under  the  Securities  Act of 1933,  as  amended,  and the rules and
regulations in effect  thereunder  (the  "Securities  Act"), or (ii) counsel for
Consultant shall have furnished the Company with an


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opinion,  reasonably  acceptable to the Company,  that no such  registration  is
required because of the availability of an exemption under the Securities Act.

         4.3  Certain  Permitted  Transfers.  (i)  Notwithstanding  the  general
prohibition on Transfers  contained herein, the Company  acknowledges and agrees
that any  Transfer  in a private  transaction  which  does not  include a public
distribution is permitted and need not require an opinion of counsel,  provided,
that prior to such Transfer, the transferee shall deliver to the Company a valid
written undertaking to be bound by the terms of this Agreement.

          (ii) From and after the date on which the Company (i) shall have filed
     a registration  statement pursuant to the requirements of Section 12 of the
     Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  in
     respect of the  Common  Stock or (ii)  engaged  in a primary  or  secondary
     offering of shares of Common Stock  pursuant to an  effective  registration
     statement  under the  Securities  Act  (either  of which  event,  a "Public
     Offering"), Consultant may sell at any time any of its Securities in a Rule
     144 Transaction (as hereinafter  defined);  provided,  that, each such sale
     shall be made in compliance with Section 4.4 below.

         4.4 Rule 144 Sales.  If any of the Securities are disposed of according
to Rule 144 ("Rule 144  Transaction")  under the  Securities  Act or  otherwise,
Consultant  shall promptly  notify the Company of such intended  disposition and
shall  deliver to the Company at or prior to the time of such  disposition  such
documentation as the Company may reasonably request in connection with such sale
and, in the case of a  disposition  pursuant to Rule 144,  shall  deliver to the
Company an  executed  copy of any notice on Form 144  required to filed with the
Securities and Exchange Commission.

         2.5 Legend. Each certificate representing the Securities shall bear the
following legend:

         "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE OR INSTRUMENT MAY NOT
         BE  TRANSFERRED,  SOLD,  ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE
         DISPOSED  OF  UNLESS  SUCH  TRANSFER,   SALE  OR  ASSIGNMENT,   PLEDGE,
         HYPOTHECATION OR OTHER DISPOSITION  COMPLIES WITH THE PROVISIONS OF THE
         AGREEMENT DATED AS OF June 1, 1998 (A COPY OF WHICH IS ON FILE WITH THE
         SECRETARY OF THE COMPANY)."

5. Proprietary Information; Non- Competition

         5.1  The  term  "Information"   means  any  and  all  confidential  and
proprietary information including but not limited to any and all specifications,
formulae, prototypes,  software design plans, computer programs, and any and all
records, data, methods, techniques,  processes and projections, plans, marketing
information,  materials,  financial statements,  memoranda, analyses, notes, and
other data and  information  (in whatever  form),  as well as  improvements  and
know-how related thereto,  relating to the Company or its products.  Information
shall not include  information  that (a) was already  known to or  independently
developed  by  the  Consultant  prior  to  its  disclosure  as  demonstrated  by
reasonable and tangible  evidence  satisfactory  to the Company;  (b) shall have
appeared in any printed  publication  or patent or shall have become part of the
public  knowledge  except  as a  result  of  breach  of  this  Agreement  by the
Consultant or similar  agreements by other Company  consultants or employees (c)
shall have been received by the Consultant  from another person or entity having
no  obligation  to the  Company or (d) is approved in writing by the Company for
release by the Consultant.

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         5.2  The  Consultant  agrees  to  hold  in  trust  and  confidence  all
Information  disclosed  to it and further  agrees not to exploit or disclose the
Information  to any other  person or entity or use the  Information  directly or
indirectly for any purpose other than for its work with the Company.

         5.3 The Consultant  agrees to disclose the Information  only to persons
necessary in connection  with its work with the Company and who have  undertaken
the same  confidentiality  obligations set forth herein in favor of the Company.
The Consultant agrees to assume full  responsibility for the  confidentiality of
the Information disclosed to it and to prevent its unauthorized disclosure,  and
shall take appropriate measures to ensure that such persons acting on his behalf
are bound by a like covenant of secrecy.

         5.4  The  Consultant  acknowledges  and  agrees  that  the  Information
furnished  hereunder is and shall  remain  proprietary  to the  Company.  Unless
otherwise  required by statute or government  rule or regulation,  all copies of
the  Information,  shall be  returned to the Company  immediately  upon  request
without retaining copies thereof.

         5.5 Consultant  represents and warrants that his receipt of Information
hereunder  or use thereof for the purposes of this  Agreement  shall not violate
any  undertaking  or obligation of the  Consultant to any third party or entitle
any third party to access or right in the Information.

6. Ownership

         6.1 'Project  Materials'  - shall mean any and all works of  authorship
and materials developed by the Consultant, its employees,  agents in relation to
Services (whether individually,  collectively or jointly with the Company and on
whatever media) including,  without  limitation,  any and all reports,  studies,
data,  diagrams,  charts,   specifications,   pre  contractual  and  contractual
documents  and all drafts  thereof  and working  papers  relating  thereto,  but
excluding consultants ordinary correspondence.

         6.2 The Project Materials and the intellectual  property rights therein
or relating  thereto shall be and remain the  exclusive  property of the Company
and shall vest in the Company at the time they are first created.

         6.3 In the event and to the extent that any of the Project Materials or
the intellectual  property rights therein or relating thereto are deemed for any
reason not to vest in the Company  pursuant to this Section 6 then, upon request
by the Company,  the Consultant shall forthwith assign or otherwise transfer the
same to the Company free of any encumbrance or compensation to the Consultant.

         6.4 At the request and the expense of the Company, the Consultant shall
do all such things and sign all documents or instruments reasonably necessary in
the opinion of the  Company to enable the Company to obtain,  defend and enforce
its rights in the Project Materials.

         6.5 Upon the request by the Company,  and in any event upon  expiration
or termination of this Agreement,  the Consultant  shall promptly deliver to the
Company all copies of the Project Materials then in Consultants custody, control
or possession.

         6.6 The  provisions  of this section  shall  survive the  expiration or
termination of this agreement.


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7. Warranty

         Consultant  represents  and warrants that on the date hereof it free to
be engaged by the Company upon the terms  contained in this  Agreement  and that
there  are  no  agreements  or  arrangements  restricting  full  performance  of
Consultant's duties hereunder.

8. Force Majeure

         8.1  No  liability  shall  result  to  any  Party  due  to a  delay  in
performance  caused by circumstances  beyond the reasonable control of the Party
affected,  including,  but not limited to acts of God,  flood,  war,  terrorism,
embargo,  accident,  and governmental laws, or request, or any ruling of a court
or tribunal;

         8.2 Each Party affected by an event of force majeure shall (a) promptly
notify  the  other  Party  hereto  of the  expected  duration  thereof,  and its
anticipated  effect on the Party effected in terms of the  performance  required
hereunder;  and (b) make  reasonable  efforts  to remedy any such event of force
majeure.  Performance  that is  delayed by any event of force  majeure  shall be
extended for such time as the event shall continue.

9. General Provisions

         9.1 This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof, and shall not be amended, modified or
varied by any oral  agreement or  representation  or  otherwise  other than by a
written   instrument   executed  by  both  parties  or  their  duly   authorized
representatives.

         9.2 No failure, delay or forbearance by a party in exercising any power
or right hereunder shall in any way restrict or diminish such party's rights and
powers  under  this  Agreement,  or  operate  as  a  waiver  of  any  breach  or
non-performance by either party of any of the terms or conditions hereof.

         9.3 If any  term or  provision  of this  Agreement  shall  be  declared
invalid,  illegal  or  unenforceable,  then  such  term or  provision  shall  be
enforceable  to the extent that a court shall deem it reasonable to enforce such
term or provision  and if such term or provision  shall be  unenforceable,  such
term or provision shall be severed and all remaining terms and provisions  shall
be unaffected and shall continue in full force and effect.

         9.4 The terms and conditions of this Agreement  supersede  those of all
previous agreements and arrangements, either written or oral between the Company
and Consultant relating to the subject thereof.

         9.5  Consultant  acknowledges  and  agrees  that  he is an  independent
contractor,  is not  the  agent  of the  Company  and has no  authority  in such
capacity  to bind or commit the  Company  by or to any  contract  or  otherwise.
Consultant is not,  expressly or by implication,  an employee of the Company for
any purpose whatsoever.

         9.6 This Agreement is personal to Consultant  and Consultant  shall not
assign or delegate his rights or duties to a third  party,  whether by contract,
will or operation of law, without the Company's prior written consent.

         9.7 Each  notice  and/or  demand  given by one party  pursuant  to this
Agreement  shall be given in writing and shall be sent by registered mail to the
other party at its  designated  address and such notice  and/or  demand shall be
deemed  given at the  expiration  of seven (7) days from the date of  mailing by
registered mail or immediately if delivered by


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hand.  Delivery  by  facsimile  and  other  electronic  communication  shall  be
sufficient  and be deemed  to have  occurred  upon  electronic  confirmation  of
receipt.

         9.8 This  Agreement  shall be  interpreted,  construed  and governed in
accordance with the law of the State of New York.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.




TTR Inc.                            Trax Investments Ltd.



/s/ MARC TOKAYER                    /s/_______________
-----------------------
    Marc Tokayer


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