Marketing, Sales, and Representation Agreement
                                     between
                     Machtec Ltd. and TTR Technologies Inc.


This agreement is made between Machtec Inc. (Machtec), and TTT Technologies Inc.
(TTR)

1    Background

     MACHTEC is a business service firm  specializing in market  development for
     new services  and  technologies.  MACHTEC  also engages in interim  project
     management and consulting on  technological  projects.  TTR is a technology
     development  firm  engaged  in  marketing  and  developing   software  copy
     protection products.

     MACHTEC and TTR seek a relationship  in which TTR shall retain MACHTEC on a
     non-exclusive  basis,  to  represent,  market,  and sell TTR  technology to
     companies in Europe and other  countries  which the parties agree upon (the
     "Territory").

2    Agreement

     Therefore, MACHTEC and TTR agree to the following with regard to:

a.   Business Development

     MACHTEC  will  provide to TTR a dedicated  and  focussed  effort to develop
     business  for  the  DiscGuard  product  line.  Specifically,  MACHTEC  will
     introduce  TTR  to  and  represent  TTR  to  potential   customers  in  the
     Territories.

     Commencing upon the effectiveness of this Agreement and thereafter no later
     than every 90 business days (the "Period"),  MACHTEC shall furnish to TTR a
     report (hereinafter, the "Report") relating to MACHTEC's planned activities
     for the  forthcoming  Period  in regard  to the  representation  hereunder,
     including,  without  limitation,  a list of all of the  persons or entities
     that MACHTEC  intends to contact in  furtherance  of the objectives of this
     Agreement.  Promptly  upon its receipt of the Report,  TTR shall review the
     list of persons or  entities  included  therein  which  MACHTEC  intends to
     contact  during the  following  Period and furnish to MACHTEC,  in writing,
     TTR's list of  approved  contacts,  comprised  of the  persons or  entities
     contained  in the Report,  who MACHTEC may approach in  furtherance  of the
     objectives of this Agreement (the "Approved  Contact List").  The makeup of
     the Approved Contact List shall be in TTR's sole  discretion.  The Approved
     Contact List shall be furnished  to MACHTEC by the seventh  (7th)  business
     day following TTR's receipt of the Reports under this Agreement.

     MACHTEC shall be entitled to deal with any person or entity included in the
     Approved Contact List,  provided,  that, if by the end of the six (6) month
     period  following the date of TTR's  submission of an Approved Contact List
     TTR  has not  entered  into  an  agreement  or a  transaction  or  advanced
     discussions as evidenced in writing for the entering into an agreement with
     a person or entity included  therein,  then MACHTEC shall cease all contact
     with such person or entity on TTR's behalf.


<PAGE>


     MACHTEC will assist TTR personnel in gaining  access to decision  makers at
     prospective  clients;  assist TTR in tailoring  its  business  strategy and
     presentations to prospects.

     When asked by TTR, MACHTEC will participate in trade shows, briefings,  and
     meeting with prospects and clients  outside of Europe.  MACHTEC is prepared
     to use its international network of contacts on the behalf of TTR.

     TTR,  will  provide   MACHTEC  with  marketing   support  in  the  form  of
     information,  documentation,  visits by  experts,  administrative  support,
     pricing and delivery schedules, as TTR deems appropriate.

     In  performance  of  its  duties  hereunder,  MACHTEC  shall  act  only  in
     accordance  with  TTR's  instructions,  terms  and  conditions  as shall be
     decided from time to time by TTR. No agreement of any kind or order for any
     products  or  services  shall be binding on TTR unless  accepted  by TTR in
     writing.


b.   Trademarks, Trade Names, Intellectual Property

     Nothing  contained  in the  Agreement  will give MACHTEC any rights in TTR'
     trademarks,  trade names,  copyrights,  patents,  trade  secrets,  logos or
     designations  (collectively  referred to as Intellectual  Property Rights).
     MACHTEC  will not at any time  during or after this  Agreement  do anything
     that may infringe or contribute to the  infringement  or such  Intellectual
     Property Rights.

     Nothing  in  this  agreement   shall  give  TTR  any  rights  in  MACHTEC's
     trademarks,  trade names, copyrights,  trade secrets, logos or designations
     (collectively referred to as Intellectual Property Rights).

c.   Compensation

     TTR will pay to MACHTEC the following:

     (a) in consideration  of MACHTEC  providing not less than four days of work
     per month for a period of 12 months in rendering  the  services  under this
     Agreement TTR hereby grants to MACHTEC, 200,000 shares of its common stock.
     ("Fees").

     (b)TTR shall bear MACHTEC's reasonable  out-of-pocket  expenses incurred in
     the  furtherance of the objectives of this Agreement,  provided,  that such
     expenses of over $500 per month shall have been  pre-approved,  in writing,
     by TTR.  Reimbursement  shall be made  only  against  appropriate  receipts
     evidencing actual payment by MACHTEC.

d.   Confidentiality

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<PAGE>


     MACHTEC  and  TTR  acknowledge  that  they  will  have  access  to  certain
     information  and  material  ("Confidential  Information")  concerning  each
     other's business, customers,  technology and products that are confidential
     and of  substantial  value to the  disclosing  party,  which value would be
     impaired if such  Confidential  Information was disclosed to third parties.
     MACHTEC  and TTR will  not use such  Confidential  Information,  except  in
     performance  of this  Agreement,  nor will they disclose such  Confidential
     Information  to third parties.  MACHTEC and TTR will take every  reasonable
     precaution to protect the Confidential Information. For the purposes of the
     forgoing obligations, Confidential Information does not include information
     which was rightfully  known to one party prior to its receipt  hereunder by
     the other party,  is or becomes  publicly  available  without breach of the
     Agreement or wrongful act of the receiving  party, is received by one party
     without  an  obligation  of  confidentiality  and  without  breach  of this
     Agreement  or  is  developed  independently  by  one  party  without  using
     Confidential Information of the other party.

     v.   Non Competition.

          During the term of this Agreement and for 12 (twelve) months after its
          termination  or  expiration,  MACHTEC shall not deal in the Territory,
          directly  or  indirectly,  for its own  account or for the  account of
          another  person,  in any products which may be  competitive  withTTR's
          products. In order to avoid any dispute,  TTR's determination,  in its
          sole reasonable discretion, as to whether a product competitive, shall
          be final, conclusive and binding on MACHTEC.

     vi.  Indemnity.

          MACHTEC  shall  defend,   indemnify,  and  save  TTR  and  the  parent
          enterprise  harmless from and against injury, loss or damage to TTR or
          the parent enterprise from any third party arising out of or resulting
          from the acts or  omissions of MACHTEC,  including  but not limited to
          acts beyond the scope of this Agreement.

3.   Miscellaneous

a.   Notification

     All notices, requests, and demands pertaining to this agreement shall be in
     writing and will be delivered by telex, fax,  certified or registered mail,
     or  express  courier.  Email  via  Internet  will  be  considered  informal
     communication for operational purposes only.

b.   Amendments

     No  amendment  or  modification  of any  kind,  including  waiver,  will be
     effective  unless  it is in  writing  and  signed by both  parties  to this
     agreement.


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<PAGE>


c.   Governing Law

     This Agreement will be governed by the laws of the Netherlands.

d.   Force Majeure

     Neither  party  will be  responsible  for any  failure  to  perform  due to
     unforeseen  circumstances  or causes  beyond its control  including but not
     limited to acts of God, war, floods,  accidents, and strikes. A party whose
     performance is affected by force majeure  conditions  shall be excused from
     performing  under this Agreement to the extent imposed by the force majeure
     so  long  as  he  takes  all  reasonable  steps  to  immediately   continue
     performance when the force majeure condition is over.

e.   Entire Agreement

     This Agreement constitutes the entire Agreement between the parties and may
     not be modified or amended except in writing by the parties below.

     Non- Assignment

     MACHTEC may not sell,  assign or  otherwise  transfer  any of its rights or
     obligation under this Agreement without the prior written consent of TTR.



TTR Technologies Inc.                       Machtec Limited

Signature  /s/ MARC TOKAYER                 Signature  /s/ DAVID M. DOBSON
           ----------------                            -------------------

Name (print)Marc Tokayer                    Name (print)David M. Dobson

Title Chairman & President                  Title Director

Date: February 1, 1999                      Date: February 1, 1999


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