CONSULTING AGREEMENT

         CONSULTING  AGREEMENT  made  and  entered  into as of the  28th  day of
January  1999 by and  between  TTR  Technologies  Inc.,  a Delaware  corporation
(hereafter   "TTR"  or  the  "Company")  and  Mordecai  Lerer  (  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  (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
from 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 hereby issues to
Consultant  40,000 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
for 12 months from the date first  written  above  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  opinion,  reasonably
acceptable to the Company,  that no such registration is required because of the
availability of an exemption under the Securities Act.


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         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.

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.

         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


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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.

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

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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. Registration

         The Company has agreed to include the  Securities  in any  registration
statement filed by the Company under the Securities Act of 1933, as amended,  in
connection  with a public  offering of Common Stock,  provided that the managing
underwriter in the public offering consents to such inclusion and subject to any
terms or conditions,  including lock-ups, that such underwriter may place on the
Securities.  There can be no assurance that a public offering will be undertaken
or consummated.

10. General Provisions

         10.1 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.

         10.2 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.

         10.3 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.

         10.4 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.

         10.5  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.

         10.6 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.

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

         10.8 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.
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TTR Inc.



/s/ MARC TOKAYER                    /s/ MORDECHAI LERER
--------------------                -------------------------
    Marc TokAyer                        Mordechai Lerer


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