This Note and any  securities  into  which it may be  convertible  have not been
registered under the Securities Act of 1933, as amended (the  "Securities  Act")
or under the provisions of any applicable  state  securities laws, but have been
acquired by the  registered  holder  hereof for  purposes of  investment  and in
reliance  on  statutory  exemptions  under  the  Securities  Act,  and under any
applicable  state  securities  laws.  Neither this Note nor any securities  into
which it may be  convertible,  may be sold,  pledged,  transferred  or  assigned
except in a transaction  which is exempt under the  provisions of the Securities
Act  and any  applicable  state  securities  laws or  pursuant  to an  effective
registration statement; and in the case of an exemption, only if the Company has
received an opinion of counsel satisfactory to the Company that such transaction
does not require the registration of this Note or any securities into which this
Note may be convertible.

                                    TTR INC.


December 31, 1998                                                       $30,000

                               8% PROMISSORY NOTE

         TTR Inc., a Delaware  corporation (the "Company"),  for value received,
promises to pay to  _______________  or registered assigns at 727 Cornaga Court,
Far  Rockaway,  NY  11691(the  "Holder")  upon  the  earlier  of (i) the 5th day
following  the receipt by the  Company,  or any  subsidiary,  of  aggregate  net
proceeds  (gross  proceeds  less   commissions   and   non-accountable   expense
allowances)  exceeding  $800,000  from the  consummation  of any  equity or debt
financings  whether  or not such  financings  are done in one or more  unrelated
transactions  ("Financings");  provided,  however,  that the Company  shall only
apply an amount equal to 30% of the proceeds over $800,0000 from  Financings for
repayment, on a pro rata basis, of all Notes issued pursuant to the Confidential
Memorandum,  (ii) the sale of all or  substantially  all of the Company's assets
and (iii) December 31, 2000 (the "Maturity  Date"),  the principal sum of Thirty
Thousand  ($30,000.00)  Dollars and to pay simple  interest  on the  outstanding
principal sum hereof at the rate of six percent (8 %) per annum, both before and
after the Maturity Date.  This Note is a part of units being sold by the Company
in a private  offering,  pursuant  to a  Confidential  Memorandum,  which  units
include notes in the aggregate principal maximum amount of $1,500,000.  Interest
shall be payable on the  Maturity  Date and shall  accrue and be payable in like
coin  or  currency  to the  Holder  hereof  at the  office  of  the  Company  as
hereinafter  set forth.  The Company will punctually pay or cause to be paid the
principal  amount and  interest on this Note.  Any sums  required to be withheld
from any payment of principal  amount,  or interest on this Note by operation of
Law or pursuant to any order,  judgment,  execution,  treaty, rule or regulation
may be withheld by the Company and paid over in accordance therewith.

         All capital  terms used herein  shall have the meaning set forth in the
confidential  private placement memorandum of the Company dated December 1, 1998
with Roan Capital Partners LP as placement agent.

         Nothing in this Note or in any other  agreement  between the Holder and
the Company shall require the Company to pay, or the Holder to accept,  interest
in an amount which would subject the Holder to any penalty or  forfeiture  under
applicable law. In the event that the payment of any charges, fees or other sums
due under this Note,  or in any other  agreement  between  the  Company  and the
Holder are or could be held to be in the nature of  interest  and would  subject
the Holder to any penalty or forfeiture  under  applicable  law, then ipso facto
the  obligations  of the  Company to make such  payment  to the Holder  shall be
reduced to the highest rate authorized under the applicable law.

<PAGE>


1. Transfer of Note to Comply with the Securities Act

         The Holder  agrees that this Note (the  "Securities")  may not be sold,
transferred,  pledged,  hypothecated or otherwise disposed of except as follows:
(1) to a person who, in the  opinion of counsel to the  Company,  is a person to
whom the any of the Securities may legally be transferred  without  registration
and  without  delivery of a current  prospectus  under the  Securities  Act with
respect  thereto and then only against receipt of an agreement of such person to
comply with the provisions of this Section 1 with respect to any resale or other
disposition of any of the Securities; or (2) to any person who complies with the
provisions of this Section 1 with respect to any resale or other  disposition of
any of the  Securities;  or (3) to any person upon delivery of a prospectus then
meeting the  requirements  of the Securities Act relating to such securities and
the  offering  thereof  for such  sale or  disposition,  and  thereafter  to all
successive assignees.

2. Prepayment

         The  principal  amount of this Note may be prepaid by the  Company,  in
whole or in part without premium or penalty, at any time. Upon any prepayment of
the entire principal amount of this Note, or portion thereof,  all accrued,  but
unpaid,  interest  shall be paid to the  Holder on the date of  prepayment  with
respect to the principal amount prepaid.

3. Covenants of Company

         a. The Company covenants and agrees that, so long as this Note shall be
outstanding, it will:

          (i) Do or cause to be done all things  necessary  to preserve and keep
     in full force and effect its corporate existence, rights and franchises and
     comply with all laws applicable to the Company as its counsel may advise;

          (ii) At all times  maintain,  preserve,  protect and keep its property
     used and useful in the conduct of its business so that the business carried
     on in connection therewith may be properly and advantageously  conducted in
     the ordinary course at all times;

          (iii) Keep  adequately  insured by  financially  sound  insurers,  all
     property  of a  character  usually  insured  by  corporations  in the  same
     industry  as the  Company  and carry  such  other  insurance  as is usually
     carried by corporations in the same industry; and

          (iv) The Company, during the term of the Note, cannot issue dividends.

4. Events of Default

         a.  This  Note  become  due and  payable  immediately  upon  any of the
following events, herein called "Events of Default":

          (i) Default in the  payment of the  principal  or accrued  interest on
     this Note,  when and as the same shall become due and  payable,  whether by
     acceleration or otherwise;

          (ii)  Default  in the  payment of any  principal  or  interest  due in
     connection  with any  indebtedness,  now or hereafter  due and owing by the
     Company above the amount of $50,000,  provided,  that non-payment shall not
     be considered an event of default if the Company claims that such amount is
     not owing and is taking  appropriate  procedures  to defend itself from any
     claim filed with respect to such amount;


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<PAGE>


          (iii)  Application  for, or consent to, the appointment of a receiver,
     trustee or liquidator for the Company or of its property;

          (iv) Admission in writing of the Company's  inability to pay its debts
     as they mature;

          (v) General assignment by the Company for the benefit of creditors;

          (vi) Filing by the Company of a voluntary  petition in bankruptcy or a
     petition  or an  answer  seeking  reorganization,  or an  arrangement  with
     creditors; or

          (vii)  Entering  against  the  Company of a court  order  approving  a
     petition filed against it under the federal  bankruptcy  laws,  which order
     shall not have been vacated or set aside or otherwise  terminated within 60
     days; or

          (viii) The finding  against  the  Company of any  judgment of at least
     $150,000  provided  that that such finding shall not be considered an event
     of default if the Company is taking  appropriate  procedures to appeal such
     judgement,  provided  further,  that default  shall be deemed to occur upon
     Company loosing the final appeal with respect to such judgment

         b. In the case any one or more of the Events of Default specified above
shall happen or be continuing, the Holder may proceed to protect and enforce his
or her right by suit in the  specific  performance  of any covenant or agreement
contained  in this Note or in aid of the  exercise of any power  granted in this
Note or may  proceed to enforce the payment of this Note or to enforce any other
legal or equitable rights as such Holder may have.

5. Miscellaneous

         a. This Note has been issued by Company  pursuant to  authorization  of
the Board of Directors of the Company.

         b. The  Company  may  consider  and treat the person in whose name this
note  shall  be  registered  as the  absolute  owner  thereof  for all  purposes
whatsoever (whether or not this Note shall be overdue) and the Company shall not
be affected by any notice to the  contrary.  Subject to the  limitations  herein
stated,  the registered owner of this Note shall have the right to transfer this
Note by assignment,  and the transferee  thereof shall, upon his registration as
owner  of this  Note,  become  vested  with all the  powers  and  rights  of the
transferor.  Registration of any new owner shall take place upon presentation of
this  Note  to  the  Company  at its  principal  officer,  together  with a duly
authenticated  assignment.  In  case  of  transfer  by  operation  of  law,  the
transferee agrees to notify the Company of such transfer and of his address, and
to submit  appropriate  evidence  regarding  the  transfer so that this Note may
registered in the name of the transferee.  This Note is transferable only on the
books of the  Company  by the  Holder  hereof in person or by  attorney,  on the
surrender  hereof,  duly endorsed.  Communications  sent to any registered owner
shall be  effective  as  against  all  holders  or  transferees  of the Note not
registered at the time of sending the Communication.

         c. The Holder shall not, by virtue hereof, be entitled to any rights of
a shareholder in the Company, whether at law or in equity, and the rights of the
Holder are limited to those expressed.

         d. Upon receipt by the Company of evidence  reasonably  satisfactory to
it of the loss, theft,  destruction or mutilation of this Note, and (in the case
of loss, theft or destruction) of reasonably satisfactory  indemnification,  and
upon surrender and  cancellation  of this Note, if mutilated,  the Company shall
execute  and  deliver  a new  Note of like  tenor  and  date.  Any


                                       3

<PAGE>


such new Note executed and delivered shall constitute and additional contractual
obligation on the part of the Company, whether or not this Note so lost, stolen,
destroyed or mutilated shall be art any time enforceable by anyone.

         e. This Note shall be construed and enforce in accordance with the laws
of the State of New York.  The  Company  and the  Holder  hereby  consent to the
jurisdiction  of the  courts  of the  State of New York  and the  United  States
District  Courts situated  therein in connection with any action  concerning the
provisions of this Note instituted by the Holder against the Company.

         f. No recourse shall be had for the payment of principal or interest on
this Note against any incorporator or any past,  present, or future stockholder,
officer,  director,  agent  or  attorney  of the  Company,  or of any  successor
corporation,   either   directly  or  through  the  Company  or  any   successor
corporation,  otherwise, all such liability of the incorporators,  stockholders,
officers, directors, attorneys and agents being waived, released and surrendered
by the Holder hereof by the acceptance of this Note.

         g. The Company shall pay all costs and expenses  incurred by the Holder
to enforce any of the  provisions  of this Note,  including  attorneys  fees and
other expenses of collection.

         IN WITNESS WHEREOF, the Company has caused this Note to be signed as of
the date first written above.


                                    TTR Inc.


                                     By:   ____________
                                     Title:

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