Non-Executive Director

                              Stock Option Plan of

                                    TTR INC.

1. Purpose

         The  purpose of this  Non-Executive  Director  Stock  Option  Plan (the
"Director  Plan") is to provide a means by which each  director of TTR INC. (the
"Company")  who is not an  employee  of the  Company  or any  subsidiary  of the
Company  (each such  person  being  hereafter  referred  to as a  "Non-Executive
Director")  will be given an  opportunity  to purchase  Common Stock,  par value
$0.001, of the Company ("Common Stock").  The Company,  by means of the Director
Plan, seeks to attract and retain the services of qualified  independent persons
to serve as Non-Executive Directors of the Company and to provide incentives for
such persons to exert maximum efforts for the success of the Company.

2. Administration

         (a) The Director Plan shall be  administered  by the Board of Directors
(the "Board") of the Company.

         (b) All option  awards under the Director  Plan shall be in the Board's
discretion.  All  questions of  interpretation  of the  Director  Plan or of any
option issued under it shall be  determined by the Board and such  determination
shall be final and binding  upon all persons  having an interest in the Director
Plan.  All  determinations  shall  be  made  by a  majority  of the  Board.  Any
determination  reduced to writing  and signed by all of the members of the Board
shall be fully  effective as if it had been made by a majority vote at a meeting
duly called and held.

3. Shares Subject to Plan

         Subject to the provisions of Section 10 hereof,  the shares that may be
acquired pursuant to options granted under the Director Plan shall not exceed in
the aggregate 25,000 shares of the Company's Common Stock.

         The Common  Stock  subject to the  Director  Plan may be in whole or in
part  authorized and unissued  shares of Common Stock or issued shares of Common
Stock which  shall have been  reacquired  by the  Company.  If any option  shall
expire or terminate for any reason  without  having been  exercised in full, the
unissued  shares  subject  thereto  shall again be available for purposes of the
Director Plan.

4. Eligibility

         Options  shall be granted  to  Non-Executive  Directors  serving on the
Board of Directors of the Company.

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5. Limitation on Grants

         In no event will the grant  amount,  that is, the amount  determined by
multiplying the number of shares with respect to which options have been granted
by the Fair Market Value (as defined in Section 6) of the Company's Common Stock
on the date of grant,  exceed  $100,000  with  respect  to an annual  grant to a
Non-Executive  Director.  To the extent the grant amount  exceeds the  foregoing
limitations,  the  number of shares  subject  to the Option to be granted to the
Non-Executive Director will be reduced accordingly.

6. Option Provisions

         Each Option shall be evidenced by a written  agreement  ("Stock  Option
Agreement") and shall contain the following terms and conditions:

         (a) The term of each option  commences  on the date it is granted  and,
unless sooner  terminated as set forth herein,  expires on the date ("Expiration
Date") five years from the date of grant.  The term of each option may terminate
sooner than such  Expiration  Date if the optionee's  service as a Non-Executive
Director of the company  terminates for any reason  whatsoever.  In the event of
such  termination  of service,  the option  shall  terminate  for  Non-Executive
Directors,  on the  earlier  of the  Expiration  Date or the date two (2) months
following  the date of  termination  of  service as a  Director.  In any and all
circumstances,   an  option  may  be  exercised  following  termination  of  the
optionee's service as a Non-Executive  Director only as to that number of shares
as to which it was  exercisable on the date of  termination of such service,  in
accordance with the provisions hereunder.

         (b) The  exercise  price of each option  shall be one  hundred  percent
(100%) of the Fair Market Value of the shares subject to such option on the date
such option is granted.  "Fair  Market  Value" of a share of common  stock shall
mean (i) if the common stock is traded on a national  securities  exchange or on
the NASDAQ National  Market System  ("NMS"),  the per share closing price of the
Common Stock on the principal securities exchange on which they are listed or on
NMS,  as the case may be, on the date of grant (or if there is no closing  price
for such date of grant, then the last preceding  business day on which there was
a closing price);  or (ii) if the Common Stock is traded in the over-the counter
market and quotations are published on the NASDAQ  quotations system (but not on
NMS),  the per share  closing bid price of the Common Stock on the date of grant
as  reported  by NASDAQ  (or if there is no  closing  bid price for such date of
grant,  then the last  preceding  business  day on which there was a closing bid
price);  or (iii) if the Common Stock is traded in the  over-the-counter  market
but bid quotations are not published on NASDAQ,  the closing bid price per share
for the Common Stock as furnished by a broker - dealer which regularly furnishes
price quotations for the Common Stock; or (iv) if the Common Stock is not traded
on a securities exchange or the over-the-counter  market, the valuation accorded
to each share by the Company's Board.

         (c) The optionee may elect to make payment of the exercise  price under
one of the following alternatives:

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               (i) Payment of the  exercise  price per share in cash at the time
          of exercise; or

               (ii) Payment by delivery of shares of Common Stock of the Company
          already owned by the  optionee,  which Common Stock shall be valued at
          Fair Market Value on the date of exercise; or

               (iii)  Payment  by  a  combination  of  the  methods  of  payment
          specified in subsections 6-(c) (i) and 6-(c) (ii) above.

         (d) An option shall not be  transferable  except by will or by the laws
of descent and distribution and shall be exercisable  during the lifetime of the
person to whom the option is granted  only by such person or by his  guardian or
legal representative.

         (e) All options granted under the Director plan shall be  non-qualified
stock  options,  which do not  qualify as  incentive  stock  options  within the
meaning of Section 422, or any successor  section,  of the Internal Revenue Code
of 1986, as amended.

7. Right of the Company to Terminate Services as a Non-Executive Director

         Nothing  contained in the Director Plan or in any  instrument  executed
pursuant  hereto  shall  confer  upon any  Non-Executive  Director  any right to
continue in the service of the company or any of its  subsidiaries  or interfere
in any way with the  right of the  Company  or a  subsidiary  to  terminate  the
service of any Non-  Executive  Director at any time,  with or without  cause or
entitle  the  Non-Executive  Director  to  be  nominated  for  re-election  as a
director.

8. Nonalienation of Benefits

         No right or  benefit  under  the  Director  Plan  shall be  subject  to
alienation,  sale,  assignment,   hypothecation,   pledge,  exchange,  transfer,
encumbrance or charge, and any attempt to alienate,  sell, assign,  hypothecate,
pledge, exchange,  transfer, encumber or charge the same shall be void. No right
or benefit  hereunder shall in any manner be liable for or subject to the debts,
contracts, liabilities or the person entitled to such benefit.

9. Adjustments Upon Changes in Capitalization

         The  stock  option  Agreements  evidencing  options  may  contain  such
provisions as the Board shall  determine to be appropriate for the adjustment of
the number and class of shares subject to all outstanding options and the option
prices  thereof in the event of changes in the  outstanding  Common Stock of the
Company   by   reason   of   any   stock   dividend,   distribution,   split-up,
recapitalization,  combination or exchange of shares,  merger,  consolidation or
liquidation  and  the  like,  and,  in the  event  of  any  such  change  in the
outstanding  common stock,  the aggregate  number and class of shares  available
under the Director plan and the number of shares  subject to grants  pursuant to
Section  6  hereof  shall  be  appropriately   adjusted  by  the  Board,   whose
determination shall be conclusive and binding on all persons.

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10. Termination and Amendment

         Unless the Director  plan shall  theretofore  have been  terminated  as
hereinafter  provided,  no grant of Options may be made under the Director  Plan
after July,  2008.  The Board may at any time,  but not more than once every six
months  except to comply  with the  changes in  applicable  law,  amend,  alter,
suspend or terminate the Director Plan;  provided,  however,  that the Board may
not,  without the requisite vote of the  stockholders  of the Company  approving
such action (i) materially increase (except as provided in Section 9 hereof) the
maximum  number of shares  which may be issued  under the  Director  Plan;  (ii)
extend the term of the Director Plan; (iii) materially increase the requirements
as to eligibility  for  participants  under the Director Plan or (iv) materially
change the  benefits  accruing  to  participants  under the  Director  Plan.  No
termination,  modification  or amendment of the Director Plan or any outstanding
stock option agreement may, without the consent of the Non-Executive Director to
whom any option shall theretofore have been granted, adversely affect the rights
of such Director with respect to such option.

11. Effectiveness of the Plan

         The Director Plan shall become effective upon the requisite vote of the
stockholders of the Company  approving such action,  and upon the approvals,  if
required,  of any  other  public  authorities.  Any grant of  options  under the
Director Plan prior to such approval shall be expressly subject to the condition
that the  Director  Plan shall have been so approved.  Unless the Director  Plan
shall be so approved,  the  Director  Plan and all options  theretofore  granted
thereunder shall be and become null and void.

12. Government and Other Regulations

         The  obligation of the Company with respect to options shall be subject
to  (i)  all  applicable  laws,  rules  and  regulations  and  approvals  by the
governmental  agencies as may be required,  including,  without limitation,  the
effectiveness  of a registration  statement under the Securities Act of 1933, as
amended,  and (ii) the rules and  regulations of any stock exchange on which the
Common Stock may be listed.

13. Governing Law

         The  Director  Plan Shall be governed by, and  construed in  accordance
with, the laws of the State of New York.


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