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                                   AGREEMENT

        AGREEMENT made this 19th day of January, 1998, between HENRY ISRAEL,
Israeli Identity No.: 030203425, residing at 39 Ben Zakai Street, Bnei Barak,
Israel (hereinafter "HI") on the one hand, and TTR TECHNOLOGIES LTD., an Israeli
company, registered No: 51-205917-1, with offices at 2 Hanagar Street, Kfar
Saba, Israel (hereinafter "TTR LTD.") and TTR Inc., a Delaware corporation with
offices at 2 Hanager Street, Kfar Saba, Israel (hereinafter "TTR INC." (TTR
Ltd. and TTR Inc., collectively hereinafter referred to as "TTR Companies")
on the other hand.

                               W I T N E S S E T H


        WHEREAS, the parties have previously entered into an agreement dated as
of May 6, 1997 resolving certain outstanding disputes among them (hereinafter,
the "PREVIOUS AGREEMENT").

        WHEREAS, pursuant to section 1.2 (ii) of the Previous Agreement, the
parties agree that the TTR Companies, jointly and severally, are indebted to HI
an aggregate amount of US $157,344 (one hundred fifty seven thousand, three
hundred and forty four) (hereinafter, the "DEBT"), in respect of the sale of
Shares (as defined in the Previous Agreement) and related costs;

        WHEREAS, the TTR Companies have requested HI to postpone the payment of
a part of the Debt, according to the terms set forth in this Agreement.

        WHEREAS, HI has agreed, to the suggested postponement by the TTR
Companies, subject to the terms set forth in this Agreement.

        WHEREAS, the parties agree hereafter as follows:

1.      PAYMENT OF THE DEBT & GUARANTEE. The TTR Companies shall deliver to HI,
        upon signing of this Agreement the following:

        1.1    A wire transfer, instructed by TTR Inc. at the date first written
               above, in the amount of US $57,344 (fifty seven thousand, three
               hundred and forthy four), to Dollar Account No. 072626, Branch
               No. 655 - Bnei Barak of Bank Hapoalim Ltd. (herein after "THE
               ACCOUNT"). Promptly upon wiring, Ophir Keshet Adv. will be
               provided with notice from TTR Inc's Bank that the foregoing
               amount was wired to the Account as herein provided. It is hereby
               agreed and clarified that the fulfillment of the obligation of
               the TTR Companies under this section 1.1 shall be deemed to be
               executed, only upon the full and complete execution of the wire
               transfer.

        1.2    A cheque, issued by TTR Inc., at the amount of 105,000 US Dollars
               (one hundred and five thousand US Dollars) (100,000 $ plus 5,000
               $ interest) payable on the 15th day of June, 1998 (hereinafter
               "THE TTR DEFERRED CHECKQUE"). It is hereby agreed and clarified
               that the fulfillment of the obligation






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                                          -2-

               of the TTR Companies under this secton 1.2 shall be deemed to be
               executed, only upon the full and complete redemption of the TTR
               Deferred Cheque.

        1.3    Two irrevocable, unconditonal and autonomic Bank Guarantees, at
               the aggregate amount of US $ 105,000 (one hundred and five
               thousand) issued by The First International Bank Ltd., that
               secure any and all obligations of the TTR Companies under secton
               1.2 above. It is hereby clarified and agreed that the Bank
               Guarantees shall be redeemable in whole, upon any breach of
               section 1.2 above. The Bank Guarantees shall be canceled and/or
               returned to TTR Companies only upon the full and complete
               fulfillment of TTR Companies obligations under section 1.2 above.
               It is further clarified and agreed that both Bank Guarantees may
               be exercised in favor of HI, only upon written notice from Ophir
               Keshet Adv., given to Aboudi & Brounstein, Adv. and the Issuing
               Bank, to the effect that any violation of section 1.2 above, has
               occurred.

2.      AVOIDANCE OF ACTION. The parties hereby undertake to avoid any legal
        action, and not to file any claim, suit or request, inter alia any
        request for temporary and/or permanent injunctive relief, with any
        court, civil or religious, regarding the Debt or any other matter
        regulated in this Agreement. Each of HI on the one hand and the TTR
        Companies on the other hand shall be released from their undertakings
        under this section 2, upon any violation of this agreement by the other
        party.

3.      UNDERTAKINGS OF THE TTR COMPANIES. In the event that it is established
        that the TTR Companies or any one of them, or any officer thereof or any
        other person acting upon their express behest (hereinafter, the
        "OFFICERS") has in fact violated and/or caused the TTR Companies to
        violate, any of the terms of section 2 above, HI will be owed, by the
        TTR Companies, jointly and severally, an additional amount of 50,000 US
        $ (fifty thousand), as liquidation damages, for HI's consent to postpone
        the payment of a part of the Debt as set forth herein, and damages
        inflicted to him thereunder. For avoidance of doubt it is hereby agreed
        and clarified that, for the purpose of this section 3, any acton of any
        of the Officers shall be deemed to be an action of the TTR Companies.

4.      MUTUAL RELEASES. Upon the full and complete execution of this agreement,
        each of the TTR Companies and HI, individually, hereby absolutely and
        unconditionally releases and forever discharges any of the other
        parties, their respective officers, directors, employees, agents,
        attorneys, insurers, successors, and assign from any and all claims,
        demands, rights and causes of action and damages, whether liquidated or
        unliquidated, absolute or contingent, known or unknown, including,
        without limitation, any claims arising under the Previous Agreement,
        arising prior to or concurrent with the date thereof, that any of the
        parties has from and/or against any of the other parties.

5.      APPLICABLE LAW & JURISDICTION. This Agreement shall be governed solely
        by the laws of the state of Israel. The civil court in Tel-Aviv - Jaffa
        shall expressly retain exclusive Jurisdiction over any dispute arising
        out of, or in connection with this Agreement.

6.      RELIANCE AND COMPLETE AGREEMENT. The parties acknowledge and agree that
        in the execution of this Agreement, neither has relied upon any
        representation by any party or attorney, except as expressly stated
        herein. Moreover, this Agreement shall represent the complete and entire
        agreement between the parties, to the exclusion of any and all other
        prior or concurrent terms, written or oral, all subject to the complete
        and full fulfillment of terms contained therein.

7.      MODIFICATION. The terms of this Agreement may be modified only upon
        written consent of the parties.






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        IN WITNESS WHEREOF, each of the parties has set forth his signature
as of the date first written above.

TTR TECHNOLOGIES LTD.          TTR INC.                   H. ISRAEL

By:                            By:                        By: H. ISRAEL
   ------------------             --------------------       ----------------
Title:                         Title:                        19 JAN 98



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