STOCK PURCHASE AGREEMENT

         STOCK PURCHASE AGREEMENT made on the 10th day of December,  1998 by and
between TTR INC., a private company  established  under the laws of the State of
Delaware  (the  "Company")  with offices at 1841  Broadway,  New York,  N.Y. and
Dalimore  Consultants Ltd., a private company  established under the laws of the
Isle of Man with offices at Suite 1,  Empress  House,  Empress Dr.,  Isle of Man
(the "Purchaser").

                               W I T N E S S E T H

         WHEREAS,  the  Purchaser  desires to  subscribe  for and purchase up to
166,667 shares of Common Stock, par value $0.001, of the Company (the "Shares"),
for a per Share  purchase  price of $0.60 (up to an aggregate  purchase price of
$100,000) (the "Purchase Price");

         WHEREAS,  the Company is willing to sell the Shares to the Purchaser on
the terms and conditions set forth herein.

         NOW,   THEREFORE,   in  consideration  of  the  mutual  agreements  and
considerations set forth herein, the parties hereby agree as follows.

1. Subscription for and Purchase of Stock; Issuance of Warrants

         1.1  Purchase  of Stock.  Subject  to the terms and  conditions  stated
herein,  the Purchaser  hereby  subscribes  for and agrees to purchase,  and the
Company  agrees to sell to the  Purchaser,  the Shares in  consideration  of the
payment by the Purchaser of the Purchase Price, on such dates as the Company may
demand from the Purchaser from time to time ("Purchase Dates").

         1.2 Delivery.  The Purchaser  shall deliver to the Company,  on each of
the  Purchase  Dates,  the amount of the  Purchase  Price then  requested by the
Company  in  immediately  available  funds by wire  transfer  to a bank  account
designated  by the  Company  or by check  made  payable to Company or as Company
designates. Upon and subject to receipt of the full amount of the Purchase Price
then requested, the Company shall deliver to the Purchaser stock certificate(s),
registered in the Purchaser's name for such number of the Shares then purchased.

2. Representations of the Purchaser; Restrictions on Transfer

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

         2.2 Not for Resale.  The Purchaser  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.  The
Purchaser  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

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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 the Purchaser  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.

         2.3   Certain   Permitted   Transfers.   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.

         2.4  Rule  144  Sales.  The  Purchaser  may sell at any time any of the
Securities in a Rule 144 Transaction (as hereinafter defined);  provided,  that,
each such sale shall be made in compliance  with this Section 2.4. If any of the
Securities are disposed of according to Rule 144 ("Rule 144 Transaction")  under
the Securities Act or otherwise, the Purchaser 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 Shares 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 A
         STOCK PURCHASE AGREEMENT DATED AS OF NOVEMBER__,  1999 (A COPY OF WHICH
         IS ON FILE WITH THE SECRETARY OF THE COMPANY)."

         2.6 Qualified  Investor The Purchaser hereby represents and warrants to
the Company as follows:

          (a) it has the  requisite  knowledge  and  experience in financial and
     business  matters to be capable of evaluating  the merits and risks of this
     investment  and to  make  an  informed  investment  decision  with  respect
     thereto, and it or its advisors have received such information requested by
     them  concerning  the Company in order to  evaluate  the merits or risks of
     making this investment.  Further,  it is acknowledged that the Purchaser or
     its  attorney,  accountant  or  advisor  have  had the  opportunity  to ask
     questions  of, and  receive  answers  from,  the  officers  of the  Company
     concerning  the  terms  and  conditions  of this  investment  and to obtain
     information  relating to the Company.


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          (b)  The  purchase  of the  Securities  involves  risks  which  it has
     evaluated, and is able to bear the economic risk of such purchase including
     the  total  loss of its  investment.  It has been  advised  of the  current
     financial  condition of the Company and of the possible  adverse effects of
     such financial condition on the Company's general business.

3. Company's Representations and Warranties

         3.1 The Company has all requisite  power and  authority to issue,  sell
and deliver the Securities in accordance  with and upon the terms and conditions
set forth in this  Agreement,  and all corporate  action required to be taken by
the Company for the due and proper  authorization,  issuance and delivery of the
Securities  will,  upon  delivery  thereof,  have been validly and  sufficiently
taken. The Securities, when sold and paid for as contemplated in this Agreement,
will be duly  authorized,  validly issued,  fully paid and  non-assessable  and,
except as otherwise  provided by applicable  law, free of all liens,  claims and
encumbrances.

         3.2 The Company has full corporate right,  power and authority to enter
into this  Agreement  and to issue the  Securities,  and this  Agreement and the
Securities have been or will be duly  authorized,  executed and delivered by the
Company and  constitutes or will  constitute the valid and binding  agreement of
the Company.

4. Piggyback Registration

         At any time that the Company  proposes to register  any of its stock or
other  securities  under the  Securities  Act of 1933,  as amended,  (other than
registration  relating  solely to the sale of  securities to  participants  in a
Company stock plan), the Company shall,  all at the Company's cost,  include the
Shares in such registration  statement.  If such registration statement is being
filed in connection  with an  underwritten  public  offering,  the Company shall
request that the managing  underwriter  (if any) of such  underwritten  offering
include  the  Shares.  If such  underwriter  agrees to include the Shares in the
underwritten  offering,  the Company shall cause to be registered  under the Act
all of  the  Shares;  provided,  that,  if  the  managing  underwriter  of  such
underwritten  offering  shall  advise the Company  that it declines to include a
portion or all of the Shares in the  registration  statement,  then such  Shares
shall be excluded from such registration statement.

         In any event,  the Company  shall not be required to include the Shares
unless the Purchaser accepts the terms of the underwriting as agreed between the
Company and the underwriter.

5. Miscellaneous

         5.1 Notices. All notices and other communications provided herein shall
be in  writing  and  shall be  deemed  to have  been  duly  given  if  delivered
personally or sent by certified mail,  postage prepaid,  to a party's designated
address set froth above, if sent by facsimile,  to its facsimile  number at such
address.

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         5.2 Counterparts;  Entire Agreement.  This Agreement may be executed in
counterparts.  This  Agreement and the Warrant  annexed  hereto  constitute  the
entire  agreement  between the parties hereto with respect to the subject matter
hereof.

         5.3 Binding  Effect.  The provisions of this Agreement shall be binding
upon and shall inure to the benefit of the parties  hereto and their  respective
heirs, legal representatives, successors and assigns.

         5.4  Amendment.  This  Agreement  may  be  amended  only  by a  written
instrument  signed by the parties  hereto which  specifically  states that it is
amending this Agreement.

         5.5  Applicable  Governing  Law.  This  Agreement  and the  rights  and
obligations  of the  parties  hereto  shall be  governed  by and  construed  and
enforced in accordance with, the laws of the State of New York.

         5.6  Headings.  The headings  herein are for  convenience  of reference
only,  do not  constitute a part of this  Agreement,  and shall not be deemed to
limit, expand or otherwise affect any of the provisions hereof.

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


                                          TTR INC.


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


                                          DALIMORE CONSULTING LTD.

                                          By: /s/ IRENE MORRISON
                                              ---------------------------
                                                  Irene Morrison
                                          Title:  Director


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