[Josephthal Letterhead]


                                                                   April 1, 1998

TTR Inc.
The Columbus Circle Building
1841 Broadway, 11th Floor
New York, NY 10023


Attention:       Marc D. Tokayer
                 Chairman of the Board,
                 President and Treasurer


Dear Marc:


         This will confirm the  understanding  and agreement  (the  "Agreement")
between  Josephthal  & Co.  Inc.  ("Josephthal")  and  TTR  Inc. ("TTR"  or  the
"Company") as follows:

1.   The Company hereby engages  Josephthal as the Company's  financial  advisor
     with respect to the Company's  continuing review of strategic and financial
     planning matters.

2.   Josephthal hereby accepts the engagement and in that connection agrees to:

     (a)  undertake,  in consultation with the Company,  a study and analysis of
          the  business,  operations,  financial  condition and prospects of the
          Company;

     (b)  review with the Company its financial  plan and analyze its  strategic
          plans and business alternatives:

     (c)  be available to meet with the Company's Board of Directors to discuss
          strategic alternatives and their financial implications; and

     (d)  assist the Company in the  conversion of certain outstanding  warrants
          to common stock of the Company ("Warrant Solicitation").


3.   In  connection  with  Josephthal's  engagement,  the Company  will  furnish
     Josephthal  with  any  reasonable  information concerning the Company which
     Josephthal reasonably deems  appropriate  and  will provide Josephthal with
     reasonable  access  to  the  Company's  officers,  directors,  accountants,
     counsel  and  other  advisors.  The  Company  represents  and  warrants  to
     Josephthal that all such information concerning  the  Company  will be true
     and accurate in all material  respects  and  will  not  contain  any untrue
     statement of a material fact or omit to state a material fact  necessary in
     order to make the statements therein




                             Josephthal & Co. Inc.
                      200 Park Avenue - New York, NY 10166
              Tel: 212.907.4000, 800.285.6200 - Fax: 212.907.4080



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                                                                   April 1, 1998
                                                                          Page 2


     not misleading in light of the  circumstances  under which such  statements
     are made.  In  addition,  Josephthal  shall be kept fully  informed  of any
     events which might have a material effect on the financial condition of the
     Company.  The Company acknowledges and agrees that Josephthal will be using
     and relying upon such information supplied by the Company and its officers,
     agents and others and any other publicly available  information  concerning
     the Company without any independent  investigation or verification  thereof
     or  independent  appraisal  by  Josephthal  of the Company or its  business
     assets. If, in Josephthal's  opinion after  completion of its due diligence
     process,  the  condition of the Company,  financial or  otherwise,  and its
     prospects  are  not   substantially   as  represented  or  do  not  fulfill
     Josephthal's  expectations,  Josephthal  shall have the sole  discretion to
     review and determine its continued interest in the Agreement.

4. As  compensation  and in  consideration  for the  services  to be rendered by
Josephthal hereunder and such other services to be provided by Josephthal at the
request of the Company,  the Company  shall pay to  Josephthal no later than May
1st 1998 as follows:

     (a)  a cash fee of $50,000:

     (b)  the Company shall issue to Josephthal  warrants  (the  "Warrants")  to
          purchase  25,000  shares  of the  common  stock  of the  Company.  The
          Warrants shall be purchased for a nominal sum and shall be exercisable
          for a period  of four  (4)  years at a price  per  share  equal to the
          closing  market price of the common stock of the Company upon the date
          of the signing of this  Agreement.  The terms of the Warrants shall be
          set forth in one or more agreements (the "Warrant Agreements") in form
          and substance  reasonably  satisfactory to Josephthal and the Company.
          The  Warrant  Agreements  shall  contain  customary  terms,  including
          without  limitation,  provisions  for "cashless"  exercise,  change of
          control, anti-dilution, and piggyback registration rights; and

     (c)  a fee of 5% of the exercise price of each warrant  converted to common
          stock of the Company as a result of the Warrant Solicitation.

5. Since  Josephthal  will be acting on behalf of the Company in connection with
this  engagement,  the Company agrees to indemnify  Josephthal as set forth in a
separate letter  agreement,  dated the date hereof,  between  Josephthal and the
Company.

6. The Company agrees that Josephthal has the right to place  advertisements  in
financial and other newspapers and journals at its own expense  describing their
services to the Company hereunder.

7. Subject to the  provisions  of paragraphs 3 through 6  and 8 through 10 which
shall  surivive any  termination of this  Agreement,  either party may terminate
Josephthal's  engagement hereunder at any time, with or without cause, by giving
the other party at least 10 days prior written notice.


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                                                                   April 1, 1998
                                                                          Page 3


Josephthal's  engagement hereunder at any time, with or without cause, by giving
the other party at least 10 days prior written notice.

8. Any advice given to the Company by Josephthal  under this Agreement shall not
be publicly  disclosed or made available to third parties  without  Josephthal's
prior consent.

9. The benefits of this Agreement  shall,  together with the separate  indemnity
letter, inure to the benefit of respective successors and assigns of the parties
hereto and of the indemnified parties hereunder and their successors and assigns
and  representatives,  and  the  obligations  and  liabilities  assumed  in this
Agreement  by  the  parties  hereto  shall  be  binding  upon  their  respective
successors and assigns.

10. This Agreement may not be amended or modified except in wirting and shall be
governed by and construed in accordance  with the laws of the State of New York,
without regard to principles of conflicts of laws.

         We are delighted to accept this  engagement and look forward to working
with you on this  assignment.  Please confirm that the foregoing  correctly sets
forth our  agreement  by signing the  enclosed  duplicate  of this letter in the
space  provided and  returning  it,  whereupon  this letter  shall  constitute a
binding agreement as of the date first above written.



JOSEPHTHAL & CO. INC.


By:  /s/ RANDY F. ROCK
     ---------------------
         Randy F. Rock
         Managing Director


AGREED:

TTR Inc.


By:  /s/ MARC TOKAYER
     --------------------
Name:    Marc Tokayer
Title:   Chairman & CEO