CONSULTING AGREEMENT

         CONSULTING  AGREEMENT  made  and  entered  into  as of the  1st  day of
October,  1998 by and between TTR Inc., a Delaware corporation  (hereafter "TTR"
or the "Company") and Biscount  Overseas Ltd. with offices at Freilanger St. 47,
Postfach 247, 8043 Zurich, Switzerland ( hereafter the "Consultant").

                              W I T N E S S E T H

         WHEREAS,  the  Company  is in the  business  developing  and  marketing
various software products and components;

         WHEREAS,  Consultant  has  experience  and  expertise in the  providing
general financial and investment advice to high-tech companies;

         WHEREAS,  the Company  desires to engage the services of  Consultant to
provide the Services;

         NOW, THEREFORE, in consideration of the mutual promises,  covenants and
undertakings of the parties, it is hereby agreed:

1. Engagement & Duties.

         1.1 The Company hereby engages  Consultant and the Consultant agrees to
provide, from time to time as requested by the Company, financial and investment
advice,  including  without  limitation,   locating  and  interesting  strategic
investors,  considering  potential  acquisition  targets  for  the  Company  and
locating other potential areas of joint cooperation and development (hereinafter
the  "Services").  Consultant  shall devote such time and effort to the Services
hereunder  as is  necessary  and  proper  for the  fulfillment  of  Consultant's
obligations hereunder.

         1.2 Consultant  shall report  regularly to the President of the Company
with respect to Consultant's activities hereunder.

2. Compensation For Services to be rendered  hereunder,  the Company shall issue
to Consultant 44,000 shares of the Company's Common Stock, par value $0.001 (the
"Common Stock" or "Securities").

3. Term & Termination.  This  Agreement  shall continue in full force and effect
through September 28, 1999, unless the parties mutually agree otherwise.

4. Representations of Consultant Respecting the Securities.

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

         4.2 Not for Resale.  Consultant  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.
Consultant  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 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
Consultant shall have furnished the Company with an


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opinion,  reasonably  acceptable to the Company,  that no such  registration  is
required because of the availability of an exemption under the Securities Act.

         4.3  Certain  Permitted  Transfers.  (i)  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.

          (ii) From and after the date on which the Company (i) shall have filed
     a registration  statement pursuant to the requirements of Section 12 of the
     Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  in
     respect of the  Common  Stock or (ii)  engaged  in a primary  or  secondary
     offering of shares of Common Stock  pursuant to an  effective  registration
     statement  under the  Securities  Act  (either  of which  event,  a "Public
     Offering"), Consultant may sell at any time any of its Securities in a Rule
     144 Transaction (as hereinafter  defined);  provided,  that, each such sale
     shall be made in compliance with Section 4.4 below.

         4.4 Rule 144 Sales.  If any of the Securities are disposed of according
to Rule 144 ("Rule 144  Transaction")  under the  Securities  Act or  otherwise,
Consultant  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.

         4.5 Legend. Each certificate representing the Securities 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 THE
         AGREEMENT DATED AS OF June 1, 1998 (A COPY OF WHICH IS ON FILE WITH THE
         SECRETARY OF THE COMPANY)."

5. Registration

         The Company has agreed to include the  Securities  in any  registration
statement filed by the Company under the Securities Act of 1933, as amended,  in
connection  with a public  offering of Common Stock,  provided that the managing
underwriter in the public offering consents to such inclusion and subject to any
terms or conditions,  including lock-ups, that such underwriter may place on the
Securities.  There can be no assurance that a public offering will be undertaken
or consummated.

6. Proprietary Information; Non- Competition

         6.1  The  term  "Information"   means  any  and  all  confidential  and
proprietary information including but not limited to any and all specifications,
formulae, prototypes,  software design plans, computer programs, and any and all
records, data, methods, techniques,  processes and projections, plans, marketing
information,  materials,  financial statements,  memoranda, analyses, notes, and
other data and  information  (in whatever  form),  as well as  improvements  and
know-how related thereto,  relating to the Company or its products.  Information
shall not include  information  that (a) was already  known to or

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independently   developed  by  the   Consultant   prior  to  its  disclosure  as
demonstrated  by reasonable and tangible  evidence  satisfactory to the Company;
(b) shall  have  appeared  in any  printed  publication  or patent or shall have
become  part of the  public  knowledge  except  as a result  of  breach  of this
Agreement by the Consultant or similar  agreements by other Company  consultants
or employees (c) shall have been received by the Consultant  from another person
or entity  having no  obligation to the Company or (d) is approved in writing by
the Company for release by the Consultant.

         6.2  The  Consultant  agrees  to  hold  in  trust  and  confidence  all
Information  disclosed  to it and further  agrees not to exploit or disclose the
Information  to any other  person or entity or use the  Information  directly or
indirectly for any purpose other than for its work with the Company.

         6.3 The Consultant  agrees to disclose the Information  only to persons
necessary in connection  with its work with the Company and who have  undertaken
the same  confidentiality  obligations set forth herein in favor of the Company.
The Consultant agrees to assume full  responsibility for the  confidentiality of
the Information disclosed to it and to prevent its unauthorized disclosure,  and
shall take appropriate measures to ensure that such persons acting on his behalf
are bound by a like covenant of secrecy.

         6.4  The  Consultant  acknowledges  and  agrees  that  the  Information
furnished  hereunder is and shall  remain  proprietary  to the  Company.  Unless
otherwise  required by statute or government  rule or regulation,  all copies of
the  Information,  shall be  returned to the Company  immediately  upon  request
without retaining copies thereof.

         6.5 Consultant  represents and warrants that his receipt of Information
hereunder  or use thereof for the purposes of this  Agreement  shall not violate
any  undertaking  or obligation of the  Consultant to any third party or entitle
any third party to access or right in the Information.

7. Warranty

         Consultant  represents  and warrants that on the date hereof it free to
be engaged by the Company upon the terms  contained in this  Agreement  and that
there  are  no  agreements  or  arrangements  restricting  full  performance  of
Consultant's duties hereunder.

8. General Provisions

         8.1 This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof, and shall not be amended, modified or
varied by any oral  agreement or  representation  or  otherwise  other than by a
written   instrument   executed  by  both  parties  or  their  duly   authorized
representatives.

         8.2 No failure, delay or forbearance by a party in exercising any power
or right hereunder shall in any way restrict or diminish such party's rights and
powers  under  this  Agreement,  or  operate  as  a  waiver  of  any  breach  or
non-performance by either party of any of the terms or conditions hereof.

         8.3 If any  term or  provision  of this  Agreement  shall  be  declared
invalid,  illegal  or  unenforceable,  then  such  term or  provision  shall  be
enforceable  to the extent that a court shall deem it reasonable to enforce such
term or provision  and if such term or provision  shall be  unenforceable,  such
term or provision shall be severed and all remaining terms and provisions  shall
be unaffected and shall continue in full force and effect.


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         8.4 The terms and conditions of this Agreement  supersede  those of all
previous agreements and arrangements, either written or oral between the Company
and Consultant relating to the subject thereof.

         8.5  Consultant  acknowledges  and  agrees  that  he is an  independent
contractor,  is not  the  agent  of the  Company  and has no  authority  in such
capacity  to bind or commit the  Company  by or to any  contract  or  otherwise.
Consultant is not,  expressly or by implication,  an employee of the Company for
any purpose whatsoever.

         8.6 This Agreement is personal to Consultant  and Consultant  shall not
assign or delegate his rights or duties to a third  party,  whether by contract,
will or operation of law, without the Company's prior written consent.

         8.7 Each  notice  and/or  demand  given by one party  pursuant  to this
Agreement  shall be given in writing and shall be sent by registered mail to the
other party at its  designated  address and such notice  and/or  demand shall be
deemed  given at the  expiration  of seven (7) days from the date of  mailing by
registered  mail or immediately if delivered by hand.  Delivery by facsimile and
other  electronic  communication  shall  be  sufficient  and be  deemed  to have
occurred upon electronic confirmation of receipt.

         8.8 This  Agreement  shall be  interpreted,  construed  and governed in
accordance with the law of the State of New York.

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



TTR Inc.                            Biscount Overseas Ltd.

/s/ MARC TOKAYER                    /s/__________________
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    Marc Tokayer