SETTLEMENT AGREEMENT

         THIS  AGREEMENT is made and entered into as of the 28th day of January,
1999 by and between TTR Technologies,  Inc., a Delaware  corporation  (hereafter
"TTR" or the "Company") and Ephod Israel Group ( 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 during the course of the  previous  24 months
provided to the Company general  financial and investment advice to the Company,
including  without  limitation,  locating and interesting  strategic  investors,
considering  potential  purchasers of the Company and locating  other  potential
areas of joint  cooperation and development  (hereinafter the "Services") all of
which have been critical to the operations of the Company;

         WHEREAS,  the Company desires remunerate the Consultant in full for all
Services rendered to date;

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

1. Compensation For services rendered  hereunder,  and in full and final payment
thereof, the Company hereby issues to Consultant 265,000 shares of the Company's
Common Stock, par value $0.001 (the "Common Stock" or "Securities").

2. Representations of Consultant Respecting the Securities.

         2.1 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.

         2.2 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  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.  (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

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     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.

         2.4 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.

3. Proprietary Information;

         3.1  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  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.

         3.2  The  Consultant  agrees  to  hold  in  trust  and  confidence  all
Information disclosed to it and further confirms that it did 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.

         3.3  The  Consultant  acknowledges  and  agrees  that  the  Information
furnished by the Company to it 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.

4. 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.

5. General Provisions

         5.1 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.

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         5.2 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.

         5.3 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.

         5.4  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.

         5.5 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 Technologies, Inc.              Ephod Israel Group


/s/ MARC TOKAYER                    /s/ Aaron Fischman
------------------------                -------------------------
    Marc Tokayer                        Aaron Fischman

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