EMPLOYMENT AGREEMENT

                                     between

                                    TTR INC.
                                       and
                                 STEVEN L. BARSH


         Employment  Agreement  ("Agreement")  dated as of July 6, 1998  between
Steven L. Barsh,  residing at 316 Winding  Way,  Merion  Station,  PA 19066 (the
"Executive")  and TTR Inc., a Delaware  corporation  (the  "Company"),  with its
principal executive offices at The Columbus Circle Building, 1841 Broadway, 11th
floor, New York, NY 10023.

         WHEREAS,  the  Company  desires  to employ the  Executive  as its Chief
Executive Officer, and the Executive desires to accept such employment, upon the
terms and conditions hereinafter set forth;

         NOW,  THEREFORE,  in  consideration  of the  agreements  and  covenants
contained herein, the Executive and the Company hereby agree as follows:

                                   ARTICLE I.
                                   Employment

         Section 1.01 Position; Responsibilities.

         (One)    The Company  hereby  employs the Executive  commencing on July
                  22, 1998 (the  "Effective  Date") in accordance with the terms
                  and conditions herein. The employment hereunder shall be for a
                  term of  eighteen  (18)  months  (the  "Term")  and  shall  be
                  terminable  by either  party on the terms and  subject  to the
                  conditions set forth in this  Agreement.  After  expiration of
                  the  initial  Term,  this  Agreement  shall  be  automatically
                  renewed for  additional  one year terms,  unless  either party
                  shall send notice of  termination  to the other party at least
                  ninety  (90) days  before the end of the  initial  Term or any
                  renewal term.

         (Two)    The Board of Directors of the Company has elected Executive as
                  Chief  Executive  Officer of the Company,  effective  upon the
                  Effective  Date.  The  Executive's  responsibilities  from and
                  after the Effective Date shall include all matters customarily
                  associated  with  the  position  of Chief  Executive  Officer,
                  including,  without  limitation,  subject to  direction by the
                  Board (as defined below), or the President of the Company (the
                  "Company  President"),  currently Mr. Marc D.  Tokayer,  those
                  related to engaging and  terminating  employees,  establishing
                  appropriate  personnel and  employment  policies and benefits,
                  negotiating   and  entering  into  contracts,   finance,   and
                  financial  reporting.  The Executive shall perform such duties
                  and services  consistent  with his position as may be assigned
                  to him  from  time  to  time  by the  Company  President.  The
                  Executive shall report to the Company President.

         (Three)  It is the  intention  of the Board of Directors of the Company
                  (hereinafter  the  "Board")  that the  Executive  serve on the
                  Board,  in  accordance  with  and  subject  to the  terms  and
                  conditions set forth in this Agreement. In addition, Executive
                  shall serve as a member on any nominating  committee appointed
                  by the Board to  nominate  outside  directors  to serve on the
                  Board.  In the event  that  Executive's  employment  hereunder
                  shall for any reason  whatsoever  terminate,  then Executive's
                  membership on the Board shall,  without any further  action on
                  the  part  of  the  Company,  Board  or  Executive,  forthwith
                  terminate,  subject  to  the  requirements  of  the  Company's
                  By-laws.  Executive acknowledges and agrees that the Company's
                  By-laws  currently  provide for a Board  comprised  of no more
                  than three (3)  individuals and that  Executive's  designation
                  and election to serve on the Board are subject to the approval
                  by the Company's  shareholders of a proposal, to be considered
                  at the Company's next annual meeting of its  shareholders,  to
                  repeal the  existing  By-laws and adopt new  proposed  By-laws
                  that will enable the Board to fix the number of directors  and
                  fill vacancies.  The Company and the Board will use their best
                  efforts to obtain such approval.

<PAGE>


         (Four)   The Company will  maintain a United  States office in New York
                  City,   where   Executive   will   perform   his   duties  and
                  responsibilities,  and such office will be adequately  staffed
                  for that purpose.  The parties  acknowledge and agree that (i)
                  in the  performance of his services  hereunder  Executive need
                  not be  present in the New York City  office on a daily  basis
                  but  only  as is  warranted  by  the  exercise  of  reasonable
                  judgment for the promotion of the Company's business, and (ii)
                  the nature of the Executive's duties under this Agreement will
                  also require substantial domestic and international travel.

         Section  1.02  Performance  of  Duties.  The  Executive  shall duly and
faithfully  perform  all of the  duties  assigned  to  him  to the  best  of his
abilities,  and  Executive's  services to the  Company  shall be  full-time  and
exclusive,  it being  understood that the Executive may engage in the activities
set  forth on  Schedule  I  annexed  hereto  provided  that the same  shall  not
otherwise constitute a breach of Executive's  obligations or covenants hereunder
or materially impair or materially interfere with the performance of Executive's
responsibilities hereunder.

         Section 1.03 Representation and Warranty of Company. The Company hereby
represents  and  warrants to Executive  that it has received all  authorizations
necessary for the execution  and  performance  of the Agreement on the terms and
conditions set forth herein.

         Section 1.04  Representation  and Warranty of Executive.  The Executive
represents  and warrants to the Company that the  execution and delivery of this
Agreement  and the  fulfillment  of the terms  hereof (i) will not  constitute a
breach of any  agreement or other  instrument to which  Executive is party,  and
(ii) does not require the consent of any  person.  Additionally,  the  Executive
represents and warrants to the Company that he shall not utilize during the term
of his employment  any  proprietary  information  of any third party,  including
prior employers of the Executive.

         Section 1.05 Termination of Barsh Technology  Ventures,  Inc.  Services
Agreement.  The parties  acknowledge and agree that effective upon the Effective
Date, the Services Agreement between the Company and Barsh Technology  Ventures,
Inc.  ("BTV")  will be  terminated.  The  Company  shall pay to BTV all  expense
reimbursements,  upon evidence of appropriate receipts,  and unpaid invoices for
services  provided up to and including the  termination  date. BTV shall have no
obligation to destroy or return any  Confidential  Information of the Company as
defined  under the Services  Agreement,  and any such  Confidential  Information
shall be transferred to or remain in the possession of Executive, and same shall
be subject to the provisions of this Agreement.

                                       2

<PAGE>


                                   ARTICLE II.
                                  Compensation

         Section 2.01 General.  The Company shall  compensate  the Executive for
all of his services under this Agreement, as set forth below.

         Section 2.02 Salary.  The  Executive's  minimum  annual  salary  ("Base
Salary")  commencing on the Effective Date, shall be at the rate of $210,000 and
shall be payable in  bi-weekly  or other  installments  in  accordance  with the
Company's normal payment schedule for senior  management.  The Base Salary shall
be subject to annual review commencing at the end of 1999 and at the end of each
year  thereafter,  if the Executive is employed by the Company at that time, and
may be increased (but not decreased) for subsequent years.

         Section  2.03  Stock  Option.   The  Executive  shall  be  entitled  to
participate  in the  Company's  existing  Incentive  Stock  Option  Plan  (1996)
(hereinafter,  the "1996  Plan") and shall be  granted an option  under the 1996
Plan to  purchase  shares  of the  Company's  Common  Stock,  on the  terms  and
conditions set forth on the attached Option Agreement (the "Option"). The Option
is for the  purchase of an  aggregate  of 250,000  Shares of common stock of the
Company.  The Option is exercisable at $2 and 15/16 per Share (which is the Fair
Market  Value per Share on the date of grant as defined in the 1996  Plan).  The
Option vests over five years,  as to 20% of the number of Shares covered thereby
during each year,  prorated  for each  completed  month of  employment,  and the
Option  expires  ten years  from the date on which the Board  approved  the 1996
Plan. The terms of the Option are as set forth in the Option Agreement  attached
as Exhibit A, and is otherwise subject to all other provisions of the 1996 Plan.

         In the event that the  Company  shall  approve or adopt any other stock
option plan, bonus plan or other  compensation  program  ("Incentive  Programs")
that the Company may hereafter establish for senior management,  Executive shall
be entitled to participate in such  Incentive  Programs,  and the Option granted
above may be issued and made subject to any stock option plan adopted as part of
any such  Incentive  Programs  (in lieu of Executive  participating  in the 1996
Plan),  provided  that  the  terms  and  conditions  of the  Option  are no less
favorable to Executive than those to which he is entitled under the 1996 Plan.

         Section  2.04  Fringe  Benefits.  The  Executive  shall be  entitled to
participate in all employee benefit plans,  including  retirement  programs,  if
any,  group  health care plans and  Incentive  Programs  established  for senior
management. Executive shall be entitled to such participation on a basis no less
favorable to the Executive than is made available to other senior  management of
the Company and its affiliates.  A list of all of the benefits to be provided to
Executive,  and the benefit plans in which  Executive  will be a participant  or
beneficiary at the date of commencement  of this Agreement,  is attached to this
Agreement as Exhibit B. In addition to the  foregoing,  the  Executive  shall be
entitled to receive the following:

                                       3

<PAGE>


         (One)    Vacation, Sick Leave and Personal Days. The Executive shall be
                  entitled to an aggregate of 20 business  days of paid vacation
                  per  contract  year.  In  addition,  the  Executive  shall  be
                  entitled to paid sick leave  until such date as the  Executive
                  becomes  entitled  to receive  long term  disability  benefits
                  under any disability  insurance policy provided by the Company
                  or the date that Executive is terminated  under this Agreement
                  by reason of  disability.  Vacation days shall be prorated for
                  any  portion  of a  year  to  the  date  of  termination.  The
                  Executive shall consult with the Company  President  regarding
                  the timing of any vacation extending for a period of more than
                  10  consecutive  business  days. In addition to the foregoing,
                  the  Executive  shall be  entitled  to paid  vacation  for the
                  following  legal  holidays in the United  States:  New Year's,
                  President's Day, Memorial Day, July 4, Labor Day, Thanksgiving
                  Day  (Thursday  and  Friday),  and  Christmas;  and during the
                  holidays of Rosh Hashana,  Yom Kippur, first two days and last
                  two days of Succot,  Passover and Shavuot.  Vacation  days may
                  not be carried  forward or  accumulated  for use by  Executive
                  more than one year  following  the year in which such vacation
                  was earned.

         (Two)    Expense  Reimbursements.   The  Company  shall  reimburse  the
                  Executive  promptly  for all  reasonable  and proper  expenses
                  incurred by him, in promoting  the business of the Company and
                  the performance of his duties hereunder,  upon presentation by
                  Executive  of  receipts  or  other  appropriate   evidence  of
                  expenses incurred.  The Company and Executive  acknowledge and
                  agree  that  the  Company  will   reimburse  the   Executive's
                  reasonable  expenses and  conference  fees for  attendance  at
                  seminars,  conferences and education courses that are relevant
                  to  the  Company's   business  and   Executive's   duties  and
                  responsibilities under this Agreement.

                                       4

<PAGE>


         (Three)  Travel.  Executive  shall be entitled to fly business class in
                  any  flight,   or   combination  of  flights  to  get  to  one
                  destination, of a duration of over five (5) hours.

         (Four)   Mobile Communication. The Company will provide Executive with,
                  or reimburse any reasonable expense incurred by Executive with
                  respect  to,   suitable   tele-communications   and   computer
                  equipment  used by Executive in the  performance of his duties
                  and responsibilities under this Agreement.

         Section 2.05 Withholding. The Base Salary and all other payments to the
Executive  for his services to the Company  shall be subject to all  withholding
and  deductions  required  by  federal,  state or  local  law,  including  those
authorized by the Executive but not otherwise required by law.

         Section 2.06 Expense Reimbursement. The Company shall pay to Executive,
within five (5) business days after signing of this Agreement, a non-accountable
expense allowance of $10,000 for the purpose of reimbursing  Executive for costs
and  expenses  incurred by Executive in the  negotiation  and  execution of this
Agreement,   including,   but  not   limited   to,   travel,   lodging,   meals,
telecommunications charges, and attorney's fees and costs.

                                  ARTICLE III.
                            Termination of Employment

         Section  3.01  Events  of  Termination.  Executive  may  terminate  his
employment  hereunder at any time for any reason by delivering to the Company 90
days' advance written notice of termination.

         In  addition,   Executive  may  resign  and  terminate  his  employment
hereunder  for "Good Reason"  (which shall also be deemed a  termination  by the
Company  other than for Cause).  For purposes of this  Agreement,  "Good Reason"
means (i) the failure to elect and  continue,  except as  otherwise  provided in
this Agreement,  Executive as Chief Executive Officer and a member of the Board,
or, except with respect to the Company 1998 annual meeting of  shareholders,  to
nominate  Executive  for  re-election  as a member of the Board  (except where a
majority of the sitting  directors  vote against the nomination of Executive for
such re-election for reasons related to the best interests of the Company), (ii)
the  failure  to assign  Executive  duties,  authorities,  responsibilities  and
reporting requirements that are in the aggregate  substantially  consistent with
his position,  or if the scope of  Executive's  duties and  responsibilities  as
Chief Executive Officer of the Company are in the aggregate  materially reduced,
except for any  reduction  in duties  and  responsibilities  due to  Executive's
illness or  disability,  provided,  that,  Good  Reason  shall not exist where a
majority of the sitting directors on the Board determine that certain duties and
functions  which may  otherwise  have been  assigned to the  Executive are to be
assigned to an employee, consultant or agent of the Company other than Executive
for bona fide reasons related to the conduct of the Company's  business or where
the failure to assign duties and  responsibilities  consistent with  Executive's
position and any material reduction in the scope of Executive's responsibilities
are  warranted,  in  the  reasonable  judgment  of  the  Board,  by  Executive's
performance, (iii) a material reduction in or a material delay in the payment of
Executive's  total cash  compensation  and  benefits  from those  required to be
provided in accordance with the provisions of this Agreement, or a breach by the
Company  of any  other  material  provision  of this  Agreement  or the  Options
referred  to in Section  2.03 where the  Company  has failed to cure such breach
within 10 business  days  following  receipt of written  notice  from  Executive
detailing the basis of the alleged breach,  (iv) a requirement by the Company or
the Board that  Executive  be based  outside of the  greater  New York City area
(which shall include New Jersey),  other than on travel  reasonably  required to
carry out Executive's  obligations  under this Agreement,  or (v) the failure of
the Company to obtain the  assumption in writing of its  obligations  to perform
this Agreement by any successor to all or substantially all of the assets of the
Company at or before  consummation of a merger,  consolidation,  sale or similar
transaction.

                                       5

<PAGE>


         Executive  shall remit to the Board in writing  notice of the existence
of Good Reason,  specifying in reasonable  detail the basis therefor,  not later
than three months from the occurrence of the event which Executive is deeming as
Good  Reason.  Within 10  business  days  following  the  Company's  receipt  of
Executive's  notice relating to Good Reason,  the Executive and the entire Board
shall  confer in a  good-faith  attempt to reach an amicable  resolution  of any
outstanding  issue.  In the event  that the  parties  shall  fail to reach  such
amicable resolution,  the parties jointly shall promptly refer this matter to an
Arbitrator  in  the  manner  prescribed  below.  Pending  determination  of  the
Arbitrator as herein provided, at the option of Executive and upon notice to the
Company,  Executive  may  continue in the employ of the  Company.  In any event,
pending a determination  by the  Arbitrator,  no payments shall be due Executive
under Section 3.02 (i) or (ii) hereof until the  conclusion  of the  arbitration
proceeding or further proceeding contemplated by Section 5.04 hereof and only if
an award is rendered by the Arbitrator in favor of Executive.  If the Arbitrator
finds  that  the  Executive  does not  have  Good  Reason  for  terminating  his
employment  with the Company  then the Company may  consider  the notice of Good
Reason  received from Executive as termination by Executive  without Good Reason
as of the date of original  receipt thereof (unless the Executive has elected to
continue in the employ of the Company  during such  arbitration  proceeding,  in
which case the date of termination  shall be deemed to be the date of receipt of
the Arbitrator's determination).

         The Company  shall have the right to terminate  for "Cause" upon notice
to the Executive only in the event of (a) a failure by the Executive (other than
any such failure resulting from Executive's incapacity due to physical or mental
illness or injury) substantially to perform his duties hereunder (not including,
however, failure to meet performance targets), or (b) a failure by the Executive
to  substantially  comply with the direct lawful and proper  instructions of the
Board  which  causes  material  harm or  loss to the  Company  or  which  in the
reasonable  opinion of the Board is likely to cause material harm or loss to the
Company,  or (c)  Executive's  illegal or unethical acts or conduct which causes
material  harm or loss to the  Company  or  otherwise  brings  notoriety  to the
Company  or has a  material  adverse  effect on the name or public  image of the
Company,  provided,  however  that with  respect to clauses (a), (b) and (c) the
foregoing  shall not  constitute  "Cause" if Executive,  after being notified in
writing by the Company of the particular acts or  circumstances of such material
breach,  cures such failure within 30 days after receipt of such notice (if such
failure is reasonably susceptible to cure).

         Termination  by the Company for Cause shall not be effective  until and
unless  (i) notice of  intention  to  terminate  for Cause has been given by the
Company within three months after the Board learns of the act,  failure or event
constituting  "Cause" and (ii) the Board has resolved to terminate Executive for
Cause  after  Executive  has  been  given  notice  of  the  particular  acts  or
circumstances  which are the basis  for the  termination  for Cause and has been
afforded  at least  10  business  days  notice  of the  meeting  at  which  such
resolution  is to be voted upon and an  opportunity  to present his  position in
writing and the Company has given  notice of  termination  to  Executive  within
three days thereafter (and the  Executive's  termination of employment  shall be
effective  immediately  upon  receipt  of such  notice but shall not be deemed a
termination  of employment  for Cause unless and until all of the conditions set
forth in clauses (i) through (iii) hereof have occurred), and (iii) if Executive
has commenced an arbitration in the manner prescribed below within 15 days after
such notice of  termination,  disputing the Company's right under this Agreement
to terminate for Cause, the Arbitrator shall thereafter have determined that the
Executive was  terminated  for Cause;  provided,  however,  that (a) Company may
suspend the Executive with pay at any time during the period commencing with the
giving of notice to  Executive  under  clause (i) above  until  final  notice of
termination  is given under clause (ii) above;  and (b)  payments due  Executive
under Section 3.02 hereof shall not be payable until such time as the Arbitrator
shall have  determined  that the  Executive was  terminated  without  Cause.  If
Executive or his representative  fails to file a demand for arbitration with the
American Arbitration  Association and file the requisite fees pursuant to Rule 4
of the National Rules for the Resolution of Employment  Disputes  effective June
1, 1996 within 20 days of receipt of notice of termination  from the Board,  and
diligently pursue such proceeding in accordance with the procedures set forth in
Section 5.04 hereof,  such  termination  shall be conclusively  presumed to have
been for Cause.

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<PAGE>


         If the  Arbitrator  does not rule that the Executive was terminated for
Cause,  the Executive shall be treated as having been  terminated  without Cause
and  Executive  shall have the rights  provided  under  Section  3.02 below with
respect to a termination without Cause.

         For all purposes of this  Agreement and the Option  Agreement  attached
hereto as Exhibit A, "Good Reason" and "Cause" shall have the applicable defined
meaning as set forth above in this Section 3.01.

         Section 3.02 Severance Package. In the event the Executive's employment
under this  Agreement  is  terminated  by the Company  other than for "Cause" (a
termination due to the Executive's death or disability, or notice by the Company
of  non-renewal  of this  Agreement,  shall  be  treated  for  purposes  of this
Agreement  as a  termination  by the  Company  other  than for  Cause) or by the
Executive for "Good Reason", then the Executive shall be entitled to receive, in
addition to all amounts of Base  Salary,  earned but unpaid  incentive  or bonus
compensation  under any Incentive  Programs (prorated for any partial year), and
other  benefits  due or  payable to him  through  the date of  termination,  the
following ("Severance Package"):

         (a)      in  the  event  that  such  termination  occurs  at  any  time
                  following the first  anniversary of the Effective Date of this
                  Agreement,  an amount,  which shall be payable in one lump sum
                  within  90  days  of  the  date  of  determination   that  the
                  Executive's  termination  is (x) other than for Cause,  or (y)
                  for Good  Reason,  as  applicable,  equal to one  year's  Base
                  Salary  based on the Base  Salary  then in  effect;  provided,
                  that,  if such  termination  occurs  at any time  prior to the
                  first  anniversary  of the Effective  Date of this  Agreement,
                  then the amount payable  hereunder  shall be equal to one-half
                  (1/2) of one year's Base  Salary,  plus,  in either  case,  an
                  amount  equal to the value of all  benefits  (other  than Base
                  Salary,  expense reimbursement and medical insurance benefits)
                  that  would be  provided  to  Executive  for the  Base  Salary
                  continuation  period (one year or one-half  year,  as the case
                  may be)  including but not limited to amounts due to Executive
                  under any  Incentive  Programs  at the rate paid or  otherwise
                  provided to Executive for the preceding contract year;


                                       7

<PAGE>


         (b)      so long as Executive  remains in the employ of the Company for
                  at  least  six  months   following  the  Effective  Date,  the
                  immediate  vesting of the Options granted  pursuant to Section
                  2.03 hereof which would have vested by the end of the contract
                  year in  which  Executive's  employment  is  terminated,  and,
                  following  timely exercise of any such Options,  the Executive
                  shall  receive  title to the Shares  issued in respect of such
                  Options free and clear of any lien,  claim or encumbrance  by,
                  through or under the Company;

         (c)      in the event that such  termination  takes place after the end
                  of the  sixth  month  following  the  Effective  Date  of this
                  Agreement,  Company paid medical insurance  benefits available
                  to all other  senior  executives  of the  Company  during  the
                  12-month period  subsequent to termination of employment shall
                  be  paid by the  Company,  and  thereafter  all  COBRA  rights
                  available to the Executive shall be paid by the Executive, but
                  COBRA rights shall be measured from the termination date.

         During  any  delays  permitted  by  Section  3.01  for  arbitration  to
determine whether the Executive's  termination by the Company was other than for
"Cause" or by the  Executive for "Good  Reason," if a  transaction  is agreed to
which would  constitute a Change of Control event as defined in this  Agreement,
the Company will include  appropriate  provisions  protective of the Executive's
rights hereunder as if the arbitration were resolved favorably to the Executive,
but subject to such a favorable  resolution.  For the purposes of this Agreement
""Change of Control""  means any agreement,  transfer,  conveyance,  assignment,
acquisition,   merger  or  other  transaction  which  results  in,  directly  or
indirectly,  any entity acquiring (or obtaining the right to acquire)  ownership
of all or  substantially  all of the assets of the  Company or  ownership  of or
voting power with respect to 50% or more of the common stock (or other ownership
interests)  in the Company or any parent or parents of the Company,  directly or
indirectly.

         Section 3.03 Rights on Termination for Cause or Without Good Reason. No
Severance  Package  shall be due or owing to the Executive in the event that the
Company shall terminate the  Executive's  employment for "Cause" or in the event
that the Executive  shall  terminate his employment with the Company for reasons
other than "Good Reason";  provided,  however that Executive shall in all events
be paid all accrued but unpaid Base Salary earned, but unpaid incentive or bonus
compensation  under any Incentive  Programs (prorated for any partial year), and
other  benefits  due or  payable  to him  through  the date of  termination.  In
addition,  in the  event  that  the  Company  shall  terminate  the  Executive's
employment  for "Cause" or in the event that the Executive  shall  terminate his
employment with the Company for reasons other than "Good Reason", then except as
provided in the  following  two  sentences,  all  unvested  Options then held by
Executive shall  automatically be forfeited  (subject,  however, to any contrary
determination  of the Board in its sole  discretion).  No forfeiture of unvested
Options  shall occur until 15 days after the later of (i) the  conclusion of any
arbitration proceeding or further proceeding contemplated by Section 3.01 hereof
or,  (ii)  if no  arbitration  proceeding  is  commenced,  until  the  time  for
commencing  such a  proceeding  has lapsed  (the  later of such two dates  being
referred to herein as the "Forfeiture Date"), but no additional service-based or
time-based  vesting  shall occur with respect to any such Options  following the
date Executive's  employment is deemed terminated under Section 3.01.  Executive
may exercise vested Options at any time as permitted under the Option Agreement.
In all other respects, the terms of the grant of any such Options shall govern.

                                       8

<PAGE>


         Section 3.04  Disability.  For purposes of this Agreement  "disability"
shall  mean any  physical  or  mental  illness  or  injury  as a result of which
Executive remains absent from work for a period of six (6) successive months, or
an aggregate of 180 days in any twelve (12) month period.
Disability shall occur at the end of any such period.

         Section 3.05  Cooperation  of  Executive.  During the period  following
notice of  termination  until the effective  date of termination by either party
for whatever  reason,  the Executive  shall  cooperate  with the Company and use
reasonable  efforts to assist the  integration  into the  Company  the person or
persons who will assume the Executive's responsibilities.

         Section  3.06  Resignation  from the Board.  Upon the  termination  for
whatsoever reason of Executive's employment hereunder, Executive shall be deemed
to have resigned forthwith from his position on the Board of Directors,  subject
to compliance with the Company's By-laws.

                                   ARTICLE IV.
          Non-competition; Confidential Information; Development Rights

         Section  4.01  Other  Business   Ventures.   During  the  term  of  the
Executive's  employment  hereunder,  and for a  period  of  twelve  (12)  months
following  the date on which  Executive's  termination  of  employment  with the
Company becomes  effective,  the Executive shall not,  without the prior written
approval of the Board, directly or indirectly engage in, represent, be connected
with or have a financial  interest in any  business  which is or, to the best of
his  knowledge,  is  about  to  become  engaged  in  the  design,   development,
production,  sale or  distribution  of any product or  component  that  directly
competes with a product or component (i) then being designed,  produced, sold or
distributed  by the  Company  or any of its  affiliates,  or (ii) to  which  the
Company or any of its affiliates shall then have  proprietary  rights to sell or
distribute  (hereinafter the ""Company's  Business"");  provided,  however, that
nothing  herein  contained  shall be deemed to prohibit the  Executive  from (i)
being a passive investor owning up to 5% of any class of outstanding  securities
of any company whose stock is publicly traded, or (ii) being an owner,  officer,
director  or trustee of family  businesses  or  partnerships  not engaged in the
Company's Business.

         Executive  acknowledges  that  the  restricted  period  of time and the
geographical location specified under this section 4.01 are reasonable,  in view
of the nature of the  business in which the  Company is engaged and  Executive's
knowledge of the Company's  business and  products.  If such a period of time or
geographical  location  should be determined to be  unreasonable in any judicial
proceeding,  then the period of time and area of restriction shall be reduced so
that this  Agreement may be enforced in such an area and during such a period of
time as shall be determined to be reasonable by such judicial proceeding.

         Section 4.02 Confidential Information.  Except (i) in the course of his
employment with the Company,  or (ii) as he may be required  pursuant to any law
or court order or similar process, the Executive shall not at any time during or
after the term of the Executive's  employment hereunder,  directly or indirectly
disclose or use any  Confidential  Information (as defined below) or proprietary
data with respect to the Company. The term "Confidential Information" as used in
this  section  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. Confidential Information shall
not include information that (a) was already known to or independently developed
by the Executive  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
or known  generally in the  Company's  industry  except as a result of breach of
this Agreement by the  Executive,  (c) shall have been received by the Executive
from another  person or entity having no  obligation  to the Company,  or (d) is
approved in writing by the Company for release by the Executive.

         The  Executive  agrees to  disclose  the  Information  only to  persons
necessary in connection with  Executive's work with the Company as determined by
the Executive in good faith.  The Executive  agrees to prevent the  unauthorized
disclosure by him of the  Confidential  Information,

                                       9

<PAGE>

and shall take appropriate  measures to ensure that persons acting on his behalf
are bound by a like covenant or other duty of secrecy.

         The Executive acknowledges and agrees that the Confidential Information
furnished  to him  hereunder  is and shall  remain  proprietary  to the Company.
Unless  otherwise  required by statute or  government  rule or  regulation,  and
excluding Executive's personal financial and business records, all copies of the
Confidential  Information  shall be  returned to the  Company  immediately  upon
request without retaining copies thereof.

         Section  4.03  Hiring  of  Company  Employees.  During  the term of the
Executive's  employment  hereunder,  and for a  period  of  twelve  (12)  months
following  the date on which  Executive's  termination  of  employment  with the
Company becomes effective,  the Executive shall not, except in the course of the
performance of his duties  hereunder or with the prior approval of the Board, in
any  way  directly  or  indirectly,  with  respect  to  any  person  who  to the
Executive's  knowledge was employed by the Company or its  affiliates  ("Company
Employee") at any time during the period commencing six months prior to the date
of the hiring of such  Company  Employee,  hire or cause to be hired any Company
Employee,  or contract the services of any closely held private  corporation  or
other entity in which such Company Employee is an officer or director or holds a
25% or greater equity ownership interest.

         Section 4.04 Development Rights. The Executive agrees and declares that
all  proprietary  information  including  but  not  limited  to  trade  secrets,
know-how,  patents and other rights in connection therewith developed by or with
the  contribution of Executive's  efforts during his employment with the Company
shall be the sole property of the Company.  Executive shall at Company's request
do all things and execute all  documents  as Company may  reasonably  require to
vest in Company the rights and protection herein referred to.


                                   ARTICLE V.
                                  Miscellaneous

         Section 5.01  Notices.  All notices,  requests or other  communications
provided for in this Agreement shall be made, if to the Company, to the Chairman
of the Board of TTR, and if to the Executive, to his address on the books of the
Company (or to such other  address as the Company or  Executive  may give to the
other for purposes of notice hereunder).

                  Notices given to Executive shall be sent to:

                                  Steven L. Barsh
                                  316 Winding Way
                                  Merion Station, PA 19066


                                       10

<PAGE>


                  With a copy to:

                                  Connolly Epstein Chicco Foxman Oxholm & Ewing
                                  1515 Market St. - 9th Floor
                                  Philadelphia, PA 19102

                                  Attention: Stephen M. Foxman, Esq.

                  Notices given to the Company shall be sent to:

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

                                  Attention:  Moshe D. Tokayer.


                  With a copy to:

                                  Aboudi & Brounstein
                                  136 Rothschild Blvd.
                                  Tel Aviv 65272, Israel

         All  notices,  requests or other  communications  provided  for in this
Agreement shall be made in writing either (a) by personal  delivery to the party
entitled  thereto,  (b) by facsimile or  electronic  mail with  confirmation  of
receipt,  (c) by mailing in the United States mails to the last known address of
the party  entitled  thereto  or (d) by express  courier  service.  The  notice,
request or other  communication  shall be deemed to be  received  upon  personal
delivery,   upon  confirmation  of  receipt  of  facsimile  or  electronic  mail
transmission  or upon receipt by the party entitled  thereto if by United States
mail or express courier service; provided, however, that if a notice, request or
other  communication  is not received during regular business hours, it shall be
deemed to be received on the next succeeding business day of the Company.

         Section 5.02 Assignment and  Succession.  The rights and obligations of
the Company  under this  Agreement  shall inure to the benefit of and be binding
upon  its  successors  and  assigns.  The  Executive's  rights  and  obligations
hereunder  are personal and may not be assigned;  provided,  however that in the
event of the  termination of the  Executive's  employment due to the Executive's
death or disability,  the Executive's legal  representative shall have the right
to receive the Severance Package as set forth in Section 3.02 above.

         Section  5.03   Headings.   The  Article,   Section  ,  paragraph   and
subparagraph headings are for convenience of reference only and shall not define
or limit the provisions hereof.

         Section 5.04 Arbitration.  In the event of any controversy,  dispute or
claim arising out of or related to this Agreement or the Executive's  employment
by the Company, the parties shall negotiate in good faith in an attempt to reach
a mutually acceptable  settlement of such dispute. If negotiations in good faith
do not result in a  settlement  of any such  controversy,  dispute or claim,

                                       11

<PAGE>

it shall be finally  settled by expedited  arbitration  in  accordance  with the
National  Rules of the American  Arbitration  Association  governing  employment
disputes, except to the extent deemed modified by the following:

         (One)    The  Arbitrator  shall be  determined  from a list of names of
                  five impartial  arbitrators  each of whom shall be an attorney
                  experienced  in  arbitration   matters  concerning   executive
                  employment  disputes,  supplied  by the  American  Arbitration
                  Association  (the  "Association")  chosen by Executive and the
                  Company  each in turn  striking a name from the list until one
                  name remains.

         (Two)    The expenses of the arbitration shall be borne equally by each
                  party;  and  each  party  shall  bear its own  legal  fees and
                  expenses,  except that the Arbitrator  shall have authority to
                  award to the prevailing party his or its reasonable attorney's
                  fees and expenses if an award is rendered by the Arbitrator in
                  such party's favor.

         (Three)  The Arbitrator shall determine  whether and to what extent any
                  party shall be entitled to damages  under this  Agreement.  No
                  party shall be entitled  to punitive  damages,  and each party
                  waives all such rights if any.

         (Four)   Each party shall  prepare a submission  and  proposed  finding
                  with such  affidavits,  memoranda  of law,  exhibits and other
                  documents as are  appropriate to support the position taken by
                  such party.  The  Arbitrator  shall take such  evidence in the
                  hearing or request  further  submissions  that the  Arbitrator
                  believes  would be necessary to evaluate the submission or the
                  credibility of the evidence, provided that the Arbitrator will
                  use every effort to avoid a general  hearing.  The  Arbitrator
                  shall render a decision in writing,  providing the reasons and
                  support  therefor.  Such  determination  by the  Arbitrator is
                  intended to constitute an award and will be an award  entitled
                  to full  recognition  under  Article  75 of the New York Civil
                  Practice Law and Rules.

         (Five)   Subject to subparagraph  (d) above,  the Arbitrator shall have
                  the  authority  to award any remedy or relief  provided for in
                  this  Agreement,  in  addition  to any other  remedy or relief
                  (including  provisional  remedies  and relief) that a court of
                  competent  jurisdiction could order or grant. In addition, the
                  Arbitrator  shall have the authority to decide issues relating
                  to  the   interpretation,   meaning  or  performance  of  this
                  Agreement even if such decision  would  constitute an advisory
                  opinion in a court proceeding or if the issues would otherwise
                  not be ripe for resolution in a court proceeding, and any such
                  decision   shall  bind  the   parties   in  their   continuing
                  performance  of  this  Agreement.   The  Arbitrator's  written
                  decision shall be rendered within sixty days of the submission
                  by both  parties,  or if the  Arbitrator  determines to hold a
                  hearing,  then within sixty days of the hearing.  The decision
                  reached by the Arbitrator  shall be final and binding upon the
                  parties as to the matter in  dispute.  To the extent  that the
                  relief or remedy granted by the Arbitrator is relief or remedy
                  on which a court could  enter  judgment,  a judgment  upon the
                  award rendered by the Arbitrator shall be entered in any court
                  having jurisdiction thereof (unless in the case of an award of
                  damages,  the full  amount of the award is paid within 15 days
                  of its determination

                                       12

<PAGE>


                  by the Arbitrator).  Otherwise,  the award shall be binding on
                  the parties in connection with their continuing performance of
                  this Agreement and in any  subsequent  arbitration or judicial
                  proceedings between the parties.

         (Six)    The  arbitration  shall  take place in New York City or in the
                  locale of the  Company's  office in the  United  States  where
                  Executive  is  based,  as  elected  by  the  party  commencing
                  arbitration.

         (Seven)  The   arbitration   proceeding  and  all  filing,   testimony,
                  documents and information  relating to or presented during the
                  arbitration  proceeding shall be disclosed exclusively for the
                  purpose of  facilitating  the  arbitration  process and for no
                  other purpose and shall be deemed to be information subject to
                  the confidentiality provisions of this Agreement.

         (Eight)  The  parties  shall  continue   performing   their  respective
                  obligations under this Agreement notwithstanding the existence
                  of a dispute  while the dispute is being  resolved  unless and
                  until such  obligations are terminated or expire in accordance
                  with the provisions hereof.

         (Nine)   The parties may obtain an  exchange of  information  including
                  depositions,   interrogatories,   production   of   documents,
                  exchange of summaries  of testimony or exchange of  statements
                  of position, and the Arbitrator shall limit such disclosure to
                  avoid  unnecessary  burden to the parties  and shall  schedule
                  promptly  all  discovery  and  other   procedural   steps  and
                  otherwise  assume case  management  initiative  and control to
                  effect an efficient and expeditious resolution of the Dispute.
                  At  any  oral  hearing  of  evidence  in  connection  with  an
                  arbitration proceeding,  each party and its counsel shall have
                  the right to examine  its  witness  and to  cross-examine  the
                  witnesses of the other party who testify at the hearing.

         (Ten)    Notwithstanding the dispute resolution procedures contained in
                  this Section 5.04,  either party may apply to any court having
                  jurisdiction (i) to enforce this Agreement to arbitrate,  (ii)
                  to seek  provisional  injunctive  relief so as to maintain the
                  status  quo until the  arbitration  award is  rendered  or the
                  Dispute is otherwise resolved, or (iii) to challenge or vacate
                  any final  judgment,  award or decision of the Arbitrator that
                  does not comport with the express  provisions  of this Section
                  5.04.

         Section  5.05  Invalidity.  If any  provision  of this  Agreement is or
becomes  invalid,  illegal or  unenforceable  in any respect  under any law, the
validity,  legality or enforceability  of the remaining  provisions hereof shall
not in any way be affected or impaired.

         Section  5.06  Waivers.  No omission or delay by either party hereto in
exercising  any right,  power or  privilege  hereunder  shall impair such right,
power or privilege,  nor shall any single or partial exercise of any such right,
power or privilege,  preclude any further exercise  thereof,  or the exercise of
any other right, power or privilege.

         Section 5.07  Counterparts.  This Agreement may be executed in multiple
counterparts,

                                       13

<PAGE>


each of which  shall be  deemed  an  original  but all of which  together  shall
constitute one and the same instrument.

         Section  5.08 Entire  Agreement.  This  Agreement  contains  the entire
understanding   of  the  parties  and  supersedes   all  prior   agreements  and
understandings relating to the subject matter hereof. No representation, promise
or inducement  has been made by either party hereto that is not embodied in this
Agreement  and  neither  party  shall  be  bound by or  liable  for any  alleged
representation,  promise or inducement not set forth herein.  This Agreement may
not be amended,  except by a written instrument  hereafter signed by each of the
parties hereto.

         Section 5.09  Interpretation.  The parties hereto acknowledge and agree
that each party and its or his counsel  reviewed  and  negotiated  the terms and
provisions of this Agreement and have contributed to its drafting.  Accordingly,
(i) the rules of  construction  to the effect that any  ambiguities are resolved
against the drafting party shall not be employed in the  interpretation  of this
Agreement,  and  (ii)  the  terms  and  provisions  of this  Agreement  shall be
construed  fairly as to all  parties  hereto and not in favor of or against  any
party regardless of which party was generally responsible for the preparation of
this Agreement.

         Section 5.10 Governing Law. This Agreement and the  performance  hereof
shall be construed  and  governed in  accordance  with the internal  laws of the
State of New York without reference to principles of conflict of laws.

                                       14

<PAGE>



         IN WITNESS WHEREOF,  the Company has caused this Agreement to be signed
by its duly authorized officer and the Executive has signed this Agreement as of
the day and year first above written.


                                                     TTR INC.


                                                     By /s/  MARC TOKAYER
                                                        ------------------------
                                                     Name:   Marc Tokayer

                                                     Its:    Chairman  &
                                                             President


                                                     /s/ STEVEN BARSH
                                                     ---------------------------
                                                     STEVEN L. BARSH



                                       15

<PAGE>



                                   Schedule I

               Other Business-related Activities of the Executive

         Executive  may continue to own and operate Barsh  Technology  Ventures,
Inc. (""Barsh Inc."").  The Executive shall not materially increase the scope or
breadth  of the  activities  currently  engaged in by Barsh  Inc.  beyond  those
presently  existing or incidental  thereto  without the prior written consent of
the Company.  The Executive shall refer  exclusively to the Company any business
opportunity  in the line of the  Company's  business  of  which he shall  become
aware.

         The  Executive  shall  have the right to appear or  participate  in any
trade, industry,  professional,  business or other forum, conference or meeting;
provided, however, that Executive shall disclose that he is affiliated with, and
appearing solely on behalf of, the Company.

         The  Executive  shall  have the  right to  participate  in  charitable,
religious and civic activities;  provided,  however, that such activities do not
materially impair or materially interfere with the performance of his duties and
responsibilities on behalf of the Company.



                                       16


<PAGE>



                                    Exhibit A

to  Employment  Agreement  between  TTR,  Inc. and Steven L. Barsh dated July 1,
1998.


                                    TTR INC.
                        INCENTIVE STOCK OPTION AGREEMENT

[SENT SEPARATELY]





                                       17



<PAGE>



                                  ATTACHMENT A

TO OPTION AGREEMENT BETWEEN TTR, INC. AND STEVEN L. BARSH DATED JULY __, 1998.


                                   TERM SHEET
                                 STEVEN L. BARSH
                PERFORMANCE STANDARDS FOR ACCELERATION OF OPTIONS


1.       All  defined  terms  used in this  Term  Sheet and not  defined  in the
         Employment  Agreement  and/or  Option  Agreement  between TTR, Inc. and
         Steven L.  Barsh  ("Executive")  dated July __,  1998 (the  "Employment
         Agreement")  shall have the meaning  specified in the TTR,  Inc.  Stock
         Option Plan (the "Plan").

2.       This Term Sheet shall apply to 250,000 Shares under Option.

3.       [to be  inserted  at a later  date as  provided  for in the  Employment
         Agreement]

         Notice  and all other  "Miscellaneous"  provisions  of Article V of the
Employment Agreement shall be equally applicable to this Term Sheet.



Date: _______________

                                            TTR, Inc.


                                            By:__________________________

                                            Its:__________________________


                                            -----------------------------
                                            Steven L. Barsh


                                       18


<PAGE>


                                    Exhibit C

to  Employment  Agreement  between  TTR,  Inc. and Steven L. Barsh dated July 1,
1998.


                                    TTR, INC.
             BENEFITS TO BE PROVIDED OR MADE AVAILABLE TO EXECUTIVE









                                       19


<PAGE>

                                    Exhibit A

to  Employment  Agreement  between  TTR,  Inc. and Steven L. Barsh dated Jul y6,
1998.


                                    TTR INC.
                 NON-QUALIFIED INCENTIVE STOCK OPTION AGREEMENT


         TTR Inc.,  a  corporation  organized  under the laws of  Delaware  (the
"Company"),  hereby  grants to Steven L. Barsh (the  "Optionee")  as of July __,
1998 (the  "Option  Date"),  pursuant to the  provisions  of the TTR Inc.  Stock
Option Plan (the "Plan"),  an incentive  stock option (the "Option") to purchase
from the Company 250,000 Shares, at the price of $2 and 15/16 per Share upon and
subject to the terms and conditions set forth below. References to employment by
the Company  shall  include  employment  by a  subsidiary  or  affiliate  of the
Company.

         Capitalized  terms not defined  herein or in the  Employment  Agreement
entered  into  between  Optionee  and  the  Company  dated  July  6,  1998  (the
"Employment Agreement") shall have the meanings specified in the Plan.

         1. Option Subject to Acceptance of Agreement.

         The Option may not be exercised  unless the Optionee  shall accept this
Agreement  by  executing  it in the  space  provided  below and  returning  such
original execution copy to the Company.

         2. Time and Manner of Exercise of Option.

               2.1.  Maximum  Term of  Option.  In no event  may the  option  be
          exercised, in whole or in part, after ten years from the date on which
          the Board approved the Plan (the "Expiration Date").

               2.2. Exercise of Option.

                    (a) The Option shall become  exercisable  as to one-fifth of
               the number of Shares  subject to the Option  during  each year of
               employment,  prorated  over the number of complete  months  which
               Optionee is employed by the  Company,  and  otherwise as provided
               below in this Section 2.2.  Notwithstanding the foregoing, in the
               event that the Optionee  resigns  (other than for Good Reason) or
               is terminated for Cause, as defined in the Employment  Agreement,
               prior to the first  anniversary  of the date of grant none of the
               Shares exercisable under the Option shall vest in the Optionee.

                    (b) If the Optionee's  employment by the Company  terminates
               for Cause,  the  Option,  to the extent  not then  vested,  shall
               terminate  automatically  on the effective date of the Optionee's
               termination of employment for Cause. For purposes of this Section
               2.2,  Optionee shall only be deemed terminated by the Company for
               Cause if his termination for Cause has become effective under and
               pursuant to the  Employment  Agreement  (but,  as provided in the
               Employment Agreement,  only upon the conclusion of an arbitration
               proceeding,  if it is timely  commenced in  accordance  with such
               Agreement).


                                       20

<PAGE>

                    (c) If the performance standards set forth in the Term Sheet
               attached to this Agreement are met, then that all or a portion of
               the  Option  shall be  accelerated  and become  fully  vested and
               exercisable to the extent provided for in such Term Sheet. If the
               Term Sheet has not been completed and attached at the time of the
               delivery of this Option  Agreement to the  Optionee,  this Option
               Agreement will be fully valid,  enforceable and binding,  and the
               Company and the  Optionee  will act in good faith to agree upon a
               Term Sheet and attach  such Term Sheet to this  Agreement  within
               the ninety  (90) day period  following  delivery  of this  Option
               Agreement to the Optionee.

                    (d) If there is a  Change  of  Control,  as  defined  in the
               Employment   Agreement,   whereby  shareholders  of  the  Company
               generally  will be entitled to exchange or sell their shares,  or
               otherwise be entitled to participate in such event,  then in such
               case, the Option shall be accelerated and become fully vested and
               exercisable,  and  may  be  exercised  by  the  Optionee  or  the
               Optionee's Legal Representative, so that Optionee may participate
               in such event as a shareholder of the Company with respect to the
               Shares that would be issued upon exericise of the Option.

                    (e) If (i)  the  Optionee's  employment  by the  Company  is
               terminated  by the  Company  other  than for  "Cause"  within the
               meaning of Section 2.2(b) hereof (a termination due to Optionee's
               death or disability,  as defined in the Employment Agreement,  or
               notice by the Company of non-renewal of the Employment Agreement,
               shall be treated for purposes of this  Agreement as a termination
               by the Company  other than for "Cause") , or (ii) the  Optionee's
               employment by the Company is terminated by the Optionee for "Good
               Reason" as determined in  accordance  with the  provisions of the
               Employment Agreement,  then in any such case, that portion of the
               Option which would have vested on the next succeeding anniversary
               of the  date of  grant  but  for the  specified  event  shall  be
               accelerated  and become  fully  vested and  exercisable,  and may
               thereafter be exercised by the Optionee or the  Optionee's  Legal
               Representative until and including the Expiration Date.

                    (d) If the  Optionee's  employment by the Company is treated
               (after giving  effect to any  arbitration  proceeding)  as having
               been  terminated  by the  Optionee  without Good Reason under the
               Employment Agreement, the Option shall be exercisable only to the
               extent it is  exercisable on the effective date of the Optionee's
               termination  of employment and may thereafter be exercised by the
               Optionee  or  the  Optionee's  Legal   Representative  until  and
               including the earlier of (i) the date which is three months after
               the effective date of the Optionee's termination of employment or
               service  (or,  if  later,  the date  which is 15 days  after  the
               Arbitrator's   determination   that  Optionee's   employment  was
               terminated  by the  Optionee  without  Good  Reason) and (ii) the
               Expiration Date.

                    (e) If the Optionee dies at any time prior to the Expiration
               Date  following  termination  of  employment  for a reason giving
               Optionee the right to exercise  until the  Expiration  Date under
               paragraph  (c) above,  the  Option  shall be  exercisable  by the
               Optionee's Legal Representative or Permitted Transferees,  as the
               case may be, until and including the Expiration Date.

               2.3 Method of Exercise.  Subject to the  limitations set forth in
          this  Agreement,  the Option may be  exercised  by the Optionee (1) by
          giving  written  notice to the Company  specifying the number of whole
          Shares to be purchased and accompanied by payment therefor in full (or
          arrangement  made  for such  payment  to the  Company's

                                       21

<PAGE>


          satisfaction)  either (i) in cash or by bank or certified check,  (ii)
          previously  owned whole  Shares  (which the  Optionee  has held for at
          least six months  prior to the  delivery  of such  Shares or which the
          Optionee  purchased  on the open market and for which the Optionee has
          good  title,  free and clear of all liens and  encumbrances)  having a
          fair market value, determined as of the date of exercise, equal to the
          aggregate  purchase price payable  pursuant to the Option by reason of
          such exercise,  (iii) a promissory  note bearing  interest as provided
          for in the Plan,  (iv) in cash by a  broker-dealer  acceptable  to the
          Company to whom the Optionee has  submitted an  irrevocable  notice of
          exercise  or (v) a  combination  of (i),  (ii) and  (iii),  and (2) by
          executing such documents as the Company may  reasonably  request.  Any
          fraction of a Share which would be required to pay such purchase price
          shall be  disregarded  and the  remaining  amount due shall be paid in
          cash by the Optionee.  No  certificate  representing  a Share shall be
          delivered until the full purchase therefor has been paid.

               2.4 Termination of Option.

                    (a) In no  event  may  the  Option  be  exercised  after  it
               terminates  as set forth in this  Section  2.4.  The Option shall
               terminate, to the extent not exercised pursuant to Section 2.3 or
               earlier  terminated  pursuant to Section  2.2, on the  Expiration
               Date.

                    (b) In the event that rights to purchase all or a portion of
               the  Shares  subject  to the  Option  expire  or  are  exercised,
               cancelled or forfeited,  the Optionee shall promptly  return this
               Agreement to the Company upon the  Company's  request for full or
               partial cancellation, as the case may be. Such cancellation shall
               be  effective  regardless  of whether the  Optionee  returns this
               Agreement.  If the Optionee  continues to have rights to purchase
               Shares  hereunder,  the  Company  shall,  within  10  days of the
               Optionee's delivery of this Agreement to the Company,  either (i)
               mark this  Agreement  to indicate  the extent to which the Option
               has expired or been  exercised,  cancelled  or  forfeited or (ii)
               issue to the Optionee a substitute option agreement applicable to
               such rights, which agreement shall otherwise be identical to this
               Agreement in form and substance.

         3. Additional Terms and Conditions of Option.

               3.1.   Nontransferability  of  Option.  The  Option  may  not  be
          transferred  by the  Optionee  other  than  (i) by will or the laws of
          descent  and  distribution  or  pursuant  to  beneficiary  designation
          procedures  approved  by the  Company or (ii) as  otherwise  permitted
          under Rule 16b-3 under the  Exchange  Act (to the extent  applicable).
          Except to the extent permitted by the foregoing  sentence,  during the
          Optionee's  lifetime the Option is exercisable only by the Optionee or
          the  Optionee's  Legal  Representative.  Except  as  permitted  by the
          foregoing, the Option may not be sold, transferred, assigned, pledged,
          hypothecated, voluntarily encumbered or otherwise disposed of (whether
          by  operation  of  law  or  otherwise)  or be  subject  to  execution,
          attachment or similar process.

               3.2.  Investment  Representation.  The Optionee hereby represents
          and  covenants  that (a) any Shares  purchased  upon  exercise  of the
          Option will be  purchased  for  investment  and not with a view to the
          distribution thereof within the meaning of the Securities Act of 1933,
          as amended  (the  "Securities  Act"),  unless such  purchase  has been
          registered   under  the  Securities  Act  and  any  applicable   state
          securities  laws; (b) any subsequent  sale of any such Shares shall be
          made either pursuant to an effective  registration statement under the
          Securities Act and any applicable  state  securities laws, or pursuant
          to an exemption  from  registration  under

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<PAGE>


          the  Securities  Act  and  such  state  securities  laws;  and  (c) if
          requested  by  the  Company,  the  Optionee  shall  submit  a  written
          statement,  in form  satisfactory  to the Company,  to the effect that
          such representation (x) is true and correct as of the date of purchase
          of any Shares  hereunder  or (y) is true and correct as of the date of
          any sale of any such Shares,  as  applicable.  As a further  condition
          precedent  to any exercise of the Option,  the  Optionee  shall comply
          with all  regulations  and  requirements  of any regulatory  authority
          having control of or supervision  over the issuance or delivery of the
          Shares.

          3.3. Withholding Taxes.

               (a) As a  condition  precedent  to the  delivery  of Shares  upon
          exercise  of the  Option,  the  Optionee  shall,  upon  request by the
          Company,  pay to the Company in addition to the purchase  price of the
          Shares, such amount of cash as the Company may be required,  under all
          applicable  federal,  state,  local or other laws or  regulations,  to
          withhold  and pay over as  income  or  other  withholding  taxes  (the
          "Required Tax Payments")  with respect to such exercise of the Option.
          If the Optionee  shall fail to advance the Required Tax Payments after
          request by the Company, the Company may, in its discretion, deduct any
          Required Tax Payments  from any amount then or  thereafter  payable by
          the Company to the Optionee.

               (b) The  Optionee may elect to satisfy his or her  obligation  to
          advance the Required Tax Payments by any of the following means: (1) a
          cash payment to the Company  pursuant to Section 3.3(a),  (2) delivery
          to the Company of  previously  owned whole Shares  (which the Optionee
          has held for at least six months  prior to the delivery of such Shares
          or which the  Optionee  purchased on the open market and for which the
          Optionee has good title, free and clear of all liens and encumbrances)
          having a fair market value,  determined as of the date the  obligation
          to withhold or pay taxes first  arises in  connection  with the Option
          (the "Tax  Date"),  equal to the  Required  Tax  Payments,  (3) a cash
          payment  by a  broker-dealer  acceptable  to the  Company  to whom the
          Optionee has  submitted an  irrevocable  notice of exercise or (4) any
          combination of (1) and (2). Shares to be delivered may not have a Fair
          Market  Value in excess of the  minimum  amount  of the  Required  Tax
          Payments.  Any  fraction of a Share which would be required to satisfy
          any such obligation  shall be disregarded and the remaining amount due
          shall be paid in cash by the Optionee.  No certificate  representing a
          Share shall be delivered  until the  Required  Tax Payments  have been
          satisfied in full.

               (c) Unless the Committee otherwise determines, if the Optionee is
          subject to Section 16 of the Exchange Act, the Optionee may deliver to
          the Company  previously  owned whole Shares in accordance with Section
          3.3(b),  but only if such delivery is in connection  with the delivery
          of Shares in payment of the exercise price of the option.

          3.4  Adjustment.  In the event of any  stock  split,  stock  dividend,
     recapitalization,   reorganization,  merger,  consolidation,   combination,
     exchange  of  shares,  liquidation,  spin-off  or other  similar  change in
     capitalization  or event,  or any  distribution  to holders of Shares other
     than a regular cash dividend, the number and class of securities subject to
     the Option  and the  purchase  price per  security  shall be  appropriately
     adjusted by the  Committee  without an increase in the  aggregate  purchase
     price.  If any  adjustment  would  result in a  fractional  security  being
     subject to the Option,  the Company shall pay the  Optionee,  in connection
     with the first exercise of the Option, in whole or in part, occurring after
     such  adjustment,  an  amount in cash  determined  by  multiplying  (i) the
     fraction of such  security  (rounded to


                                       23

<PAGE>


     the nearest  hundredth) by (ii) the excess,  if any, of (A) the fair market
     value of a Share on the exercise  date over (B) the  exercise  price of the
     Option.

          3.5.  Compliance  with  Applicable  Law.  The Option is subject to the
     condition that if the listing,  registration or qualification of the Shares
     subject to the Option upon any securities exchange or under any law, or the
     consent or approval of any  governmental  body,  or the taking of any other
     action is necessary or desirable as a condition of, or in connection  with,
     the  purchase  or  delivery  of Shares  hereunder,  the  Option  may not be
     exercised,  in  whole  or  in  part,  unless  such  listing,  registration,
     qualification,  consent or approval  shall have been  effected or obtained.
     The Company agrees to use  reasonable  efforts to effect or obtain any such
     listing, registration, qualification, consent or approval.

          3.6.  Delivery of  Certificates.  Upon the exercise of the Option,  in
     whole or in part, the Company shall deliver or cause to be delivered one or
     more certificates  representing the number of Shares purchased against full
     payment  therefor.  The Company  shall pay all  original  issue or transfer
     taxes  and all fees and  expenses  incident  to such  delivery,  except  as
     otherwise provided in Section 3.3.

          3.7. Option Confers No Rights as  Stockholder.  The Optionee shall not
     be entitled to any  privileges of ownership  with respect to Shares subject
     to the Option unless and until purchased and delivered upon the exercise of
     the option,  in whole or in part, and the Optionee becomes a stockholder of
     record with respect to such delivered Shares; and the Optionee shall not be
     considered a stockholder of the Company with respect to any such Shares not
     so purchased and delivered.

          3.8.  Option  Confers No Rights to Continued  Employment.  In no event
     shall the granting of the Option or its  acceptance by the Optionee give or
     be deemed to give the  Optionee any right to  continued  employment  by the
     Company or any affiliate of the Company.

          3.9. Decisions of Board or Committee. The Board or the Committee shall
     have the right to resolve all questions  which may arise in connection with
     the Option or its  exercise.  Any  interpretation,  determination  or other
     action made or taken by the Board or the  Committee  regarding  the Plan or
     this  Agreement  shall be final,  binding  and  conclusive  (subject to the
     provisions for  termination by the Company for Cause and termination by the
     Optionee for Good Reason, and arbitration of disputes,  as set forth in the
     Employment Agreement).

          3.10.  Company to Reserve Shares. The Company shall at all times prior
     to the  expiration  or  termination  of the  Option  reserve or cause to be
     reserved and keep or cause to be kept available,  either in its treasury or
     out of its  authorized  but  unissued  Shares,  the full  number  of Shares
     subject to the Option from time to time.

          3.11.  Agreement  Subject to the Plan.  Except to the extent otherwise
     expressly  provided herein,  this Agreement is subject to the provisions of
     the Plan and shall be  interpreted  in accordance  therewith.  The Optionee
     hereby  acknowledges  receipt  of a copy of the Plan.  To the extent of any
     inconsistency  or conflict  between (i) this  Agreement or the terms of the
     Employment  Agreement and (ii) the Plan,  upon  approval of the  Employment
     Agreement by the Board the Plan shall be deemed amended in such respects as
     to cause the provisions of the  Employment  Agreement and this Agreement to
     take  precedence and be fully valid,  enforceable,  effective,  and legally
     binding upon the Company.


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<PAGE>


          3.12.  Gross-Up.  In the event  that a Change in Control as defined in
     the Employment Agreement has occurred, and the aggregate of all payments or
     benefits  made or  provided  to the  Optionee  under  this  Agreement,  the
     Employment  Agreement and under all other plans and programs of the Company
     (the  "Aggregate  Payment") is determined by the Internal  Revenue  Service
     ("IRS") or by the  "Auditor"  (as  hereinafter  defined)  to  constitute  a
     Parachute  Payment,  as such term is defined in Section  28OG(b)(2)  of the
     Internal  Revenue Code of 1986, as amended (the "Code"),  the Company shall
     pay to the  Optionee,  prior to the time any excise tax  imposed by Section
     4999 of the Code ("Excise  Tax") is payable with respect to such  Aggregate
     Payment, an additional amount which, after the imposition of all income and
     excise taxes thereon,  is equal to the Excise Tax on the Aggregate Payment.
     In no event shall the Company be  obligated  to pay the  Optionee's  income
     taxes due with  respect to his  exercise  of the Option or with  respect to
     payments or benefits  received  under any plans or programs of the Company.
     Unless a determination is made by the IRS, the determination of whether the
     Aggregate Payment constitutes a Parachute Payment and, if so, the amount to
     be paid to the Executive and the time of payment  pursuant to the preceding
     sentence of this Section 3.12 shall be made by an a United States  national
     accounting firm reasonably acceptable to the Company (the "Auditor").

         4. Miscellaneous Provisions.

          [4.1.  Designation  as Incentive  Stock  Option.  The Option is hereby
     designated as  constituting  an "incentive  stock option" within meaning of
     section 422 of the Internal  Revenue Code of 1986, as amended (the "Code");
     this Agreement  shall be  interpreted  and treated  consistently  with such
     designation.  If, for any reason,  any part of the Option granted herein is
     not  qualified  to be treated as an  incentive  stock option at the time of
     grant,  then as to that  portion of the Option  only,  the Option  shall be
     deemed  a  nonstatutory  option,  subject  to and in  accordance  with  the
     provisions of the Code.

          4.2.  Meaning of Certain  Terms.  (a) As used herein,  the term "Legal
     Representative"   shall   include   an   executor,   administrator,   legal
     representative,  beneficiary  or  similar  person  and the term  "Permitted
     Transferee"  shall  include  any  transferee  (i)  pursuant  to a  transfer
     permitted under the Plan and Section 3.1 hereof or (ii) designated pursuant
     to beneficiary designation procedures which may be approved by the Company.

          4.3. Successors. This Agreement shall be binding upon and inure to the
     benefit of any  successor  or  successors  of the Company and any person or
     persons  who  shall,  upon the death of the  Optionee,  acquire  any rights
     hereunder in accordance with this Agreement or the Plan.

          4.4. Notices. All notices,  requests or other communications  provided
     for in  this  Agreement  shall  be  made  in  accordance  with  the  notice
     provisions in the Employment Agreement.

          4.5. Governing Law. The Option, this Agreement, and all determinations
     made and  actions  taken  pursuant  hereto and  thereto,  to the extent not
     governed by the laws of the United States, shall be governed by the laws of
     the State of New York and construed in accordance  therewith without giving
     effect to principles of conflicts of laws.

          4.6. Counterparts.  This Agreement may be executed in two counterparts
     each of which shall be deemed an original and both of which  together shall
     constitute one and the same instrument.

                                       25

<PAGE>


          4.7  Dispute  Resolution.  The  provisions  of  Section  5.04  of  the
     Employment Agreement relating to resolution of disputes shall also apply to
     resolution of disputes under this Agreement.


                                            TTR INC.



                                            By /s/ MARC D. TOKAYER
                                               --------------------------
                                            Name   Marc D. Tokayer

                                            Its:   Chairman & President



Accepted this 6th day of July, 1998.



/s/ STEVEN BARSH
--------------------------
    Steven L. Barsh
    "Optionee"
    Memorandum


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