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


                          COMMON STOCK PURCHASE WARRANT

                                   in favor of

                            MU & KANG CONSULTANTS LLC


                                                          DATE: JANUARY 15, 1999

WARRANT NO.   1-99                                       10,000 Shares of Common
                                                               Stock of TTR Inc.


         FOR VALUE  RECEIVED,  TTR INC.,  a Delaware  company  (the  "Company"),
hereby  grants  to MU & KANG  CONSULTANTS  LLC  (the  "Holder"),  the  right  to
purchase,  subject to the terms and  conditions  hereof,  10,000  fully paid and
non-assessable  shares of Common Stock of the Company,  par value  $0.001,  (the
"Shares").  The purchase price for each Share purchased pursuant to this Warrant
shall be equal to $1.75,  subject  to the terms  hereof.  Hereinafter,  (i) such
Shares,  together  with any  other  equity  security  which may be issued by the
Company in  substitution  therefor,  are referred to as the  "Shares";  (ii) the
shares purchasable hereunder are referred to as the "Warrant Shares";  (iii) 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  (iv)  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  only  once at any time
commencing  9:00 a.m.,  New York City time,  on the date set forth above through
the third  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  surrender of this warrant and payment of the Warrant Price as
aforesaid,  the Company shall issue and cause to be delivered to Warrant holder,
a certificate or certificates  for the number of Warrant Shares being purchased,
and such certificate or certificates shall be deemed to have been issued and any
person so designated to be named therein shall be deemed to have become a holder
of the such Shares as of the close of business on the date of the  surrender  of
the Warrant and payment of the Per Share Warrant Price.

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


<PAGE>


2. Representations and Warranties

         2.1 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 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
underlying  Warrant  Shares  thereof;  (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 nor does the
Company have any  obligation  to register  this  Warrant and the Warrant  Shares
(except as provided in paragraph 3 below) and (z) that it is unlikely  that Rule
144 adopted by the  Securities  and Exchange  Commission  will be  applicable to
permit sales of this  Warrant and the Warrant  Shares in reliance  thereon;  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  has  reserved,  and  shall  at all  times so long as any
Warrant remains outstanding,  keep reserved,  out of its authorized and unissued
capital stock, such number of shares of Common Stock, par value $0.001, as shall
be subject to purchase under the Warrant.

4. Limited Transfer

         4.1 The Company may treat the registered holder of record as the holder
for all purposes.

         4.2 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 shall have 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 Warrant 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."

5. 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.

                                       2
<PAGE>


6. Notices

         Any notice or other communication required or permitted hereunder shall
be in writing and shall be delivered personally or sent by certified, registered
or express  mail,  postage  prepaid.  Any such notice shall be deemed given when
delivered  personally  or, if mailed,  three days after the date of deposit,  to
each party at its address designated in writing by it to the other party.

9. Governing Law

         This  Agreement  shall be construed in accordance  with and governed by
the laws of the State of New York, without giving effect to the conflict of laws
provisions.

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



                                               TTR TECHNOLOGIES INC.



                                               By:    /s/ MARC TOKAYER
                                                      --------------------------
                                                          Marc. D. Tokayer
                                               Title:     President

                                       3

<PAGE>


                              ELECTION TO PURCHASE

TTR Inc.
[address]



         The  undersigned  hereby  irrevocably  elects to exercise  the right of
purchase  represented by the within  Warrant for and to purchase  thereunder the
full  amount of shares  represented  thereby,  and  requests  that  certificates
representing such shares be issued in the name of :


________________________________________________________________________________

___________________________________________________________
please print name, address and other pertinent information)


                                  Sincerely,

                                       4