WARRANT

NEITHER THIS WARRANT NOR THE SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
BEEN  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE
SOLD, PLEDGED,  HYPOTHECATED OR OTHERWISE  TRANSFERRED EXCEPT IN ACCORDANCE WITH
THE REPRESENTATIONS AND AGREEMENTS MADE BY THE RECORD HOLDER HEREOF SET FORTH IN
THIS WARRANT.

                                    TTR INC.

                          COMMON STOCK PURCHASE WARRANT

                                   in favor of

                               __________________.

                                                             _____, 1998


No. __                                                      23,000 Common Shares

         FOR VALUE RECEIVED, TTR INC., a Delaware company (the "Company"),hereby
grants to  _________________  or its registered  assignees (the  "Holder"),  the
right to purchase, subject to the terms and conditions hereof, 23,000 fully paid
and  non-assessable  shares of Common  Stock of the  Company,  par value  $0.001
("Shares"). The purchase price for each Share purchased pursuant to this Warrant
shall be equal  to115%  of the  offering  price  of a share of  Common  Stock in
connection with a subsequent sale to the public of the Company's Common Stock in
a bona fide, firm commitment underwriting with aggregate proceeds to the Company
of at least  $1,000,000  (the "Public  Offering"),  subject to the terms hereof.
Hereinafter,  (i) such Shares, together with any other equity security which may
be issued by the  Company  in  substitution  therefor,  are  referred  to as the
"Shares";  (ii) the shares purchasable hereunder are referred to as the "Warrant
Shares";  (iii) and the price payable  hereunder for each of the Warrant Shares,
as  adjusted  in the manner set forth  hereinafter,  is  referred to as the "Per
Share Warrant Price"; and (iv) this warrant and all warrants hereafter issued in
exchange or substitution for this Warrant are referred to as the "Warrants". The
Per Share  Warrant  Price and the  number  of  Warrant  Shares  are  subject  to
adjustment as hereinafter provided.

1. Warrant Period; Exercise of Warrant

         1.1  This  Warrant  may be  exercised  in  whole or in part at any time
commencing  9:00 a.m.,  New York City time,  on any business day on or after the
date on which  the  Company's  registration  statement  that is filed  under the
Securities Act of 1933, as amended,  in connection  with the Public Offering has
been declared effective and continuing up to the fourth anniversary thereof (the
"Warrant  Period"),  by the  surrender  of this  Warrant  (with a duly  executed
exercise  form in the form  attached  at the

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end hereof as Exhibit A) at the principal  office of the Company,  together with
the proper  payment of the Per Share  Warrant  Price times the number of Warrant
Shares.

         1.2 Upon such  surrender of this Warrant,  the Company will: a) issue a
certificate  or  certificates  in the name of Holder for the  Warrant  Shares to
which the Holder  shall be entitled  and (b) deliver  the other  securities  and
properties  receivable  upon  the  exercise  of this  Warrant,  pursuant  to the
provisions of this Warrant.

         1.3 Any stamp tax  attributable  to the issuance of the Shares shall be
borne solely by Holder.

2. Representations and Warranties

         The Holder (i)  represents,  warrants,  covenants  and agrees  that the
Warrant and the  underlying  Warrant Shares are being acquired by the Holder for
the Holder's own account,  for investment  purposes only, and not with a view to
or for the sale in connection with any distribution  thereof or with any present
intention  of  selling  or  distributing  all or any part of the  Warrant or the
Warrant  Shares;  (ii)  understands (x) that if it should  thereafter  decide to
dispose of such Warrant or Warrant Shares (which it does not contemplate at such
time) it may do so only in  compliance  with  the  Securities  Act of  1933,  as
amended (the "Securities  Act"), (y) this Warrant and the Warrant Shares are not
registered under the Securities Act; and (iii) acknowledges that, as of the date
hereof,  it has been given a full opportunity to ask questions of and to receive
answers from the Company  concerning this Warrant and the Warrant Shares and the
business of the Company and to obtain such information as it desired in order to
evaluate  the  acquisition  of this  Warrant  and the  Warrant  Shares,  and all
questions have been answered to its full satisfaction.

3. Reservation of Shares

         The Company  covenants  that at all times during the Warrant  Period it
shall  have  authorized  and in  reserve,  and will keep  available  solely  for
issuance or delivery upon exercise of the Warrant,  the Warrant Shares and other
securities  and  properties  as from time to time shall be  receivable  upon the
exercise of this Warrant,  free and clear of preemptive  rights and restrictions
on sale or transfer except as otherwise set forth herein or in the By-Laws.

4. Adjustment

         4.1 In case of any  consolidation or merger of the Company with or into
another  corporation  (other than a merger or consolidation in which the Company
is the surviving or the  continuing  corporation)  or in the case of any sale or
conveyance to another  corporation  or other entity of the  property,  assets or
business of the Company as an entirety or substantially  as an entirety,  in any
such case, the Company or such successor or purchasing corporation or entity, as
the case may be, shall (i) execute with the Holder an agreement  that the Holder
shall have the right  thereafter to receive upon the exercise of the Warrant the
kind and amount of shares  and/or other  securities or other  property  which he
would have owned or have been  entitled to receive  after the  happening of such
consolidation, merger, sale or conveyance had the Warrant been

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<PAGE>


exercised immediately prior to such action, (ii) make effective provision in its
certificate of its incorporation or otherwise,  if necessary, in order to effect
such  agreement,  and (iii) set aside or reserve  for the benefit of the Holder,
the stock,  securities,  property and cash to which the Holder would be entitled
to upon exercise of this Warrant.

         4.2 In case of any  reclassification  or change of the  Warrant  Shares
issuable upon exercise of this Warrant (other than a change in par value or from
no par  value to a  specific  par  value,  or as a result  of a  subdivision  or
combination,  including  any  change in the shares  into two or more  classes or
series of  shares),  or in the case of any  consolidation  or merger of  another
corporation into the Company in which the Company is the continuing  corporation
and in which there is a  reclassification  or change  (including a change in the
right to receive cash or other  property) of the Shares  (other than a change in
the par value, or from no par value to a specific par value or, as a result of a
subdivision or combination,  including any change in the shares into two or more
classes or series of shares),  Holder shall have the right thereafter to receive
upon exercise of this Warrant  solely the kind and amount of shares of stock and
other securities,  property,  cash or combination  thereof  receivable upon such
reclassification,  change,  consolidation or merger by a holder of the number of
Shares for which this Warrant  might have been  exercised  immediately  prior to
such reclassification, change, consolidation or merger.

         4.3 The above  provisions of this paragraph 5 shall  similarly apply to
successive   reclassifications   and   changes  of  Shares  and  to   successive
consolidations, sales, leases or conveyances.

5. Limited Transfer

         (a) This Warrant may not be sold, transferred, assigned or hypothecated
by the Holder and is so transferable  only on the books of the Company which the
Company shall cause to be maintained for such purpose. The Company may treat the
registered  holder of record as the Holder for all  purposes.  The Company shall
permit any holder of a Warrant or his duly  authorized  attorney,  upon  written
request during  ordinary  business  hours,  to inspect and copy or make extracts
from its books showing the registered holders of Warrants.

         (b) In no event shall the Company be  obligated  to effect any transfer
of Warrants or Warrant Shares unless a registration  statement is in effect with
respect thereto under applicable state and Federal securities laws or unless the
Company has received an opinion in substance reasonably  satisfactory to it from
counsel that such registration is not required.  Unless registered,  the Warrant
Shares issued upon exercise of the Warrants  shall be subject to a stop transfer
order and the certificate or  certificates  evidencing such Warrant Shares shall
bear the following legend:

"THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933,  AS  AMENDED,  PURSUANT  TO A  REGISTRATION  STATEMENT.
ACCORDINGLY,  SUCH  SHARES  MAY NOT BE  OFFERED  OR SOLD  EXCEPT  PURSUANT  TO A
REGISTRATION  STATEMENT UNDER SUCH ACT, OR AN EXEMPTION FROM REGISTRATION  UNDER
SUCH ACT."

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<PAGE>


6. Loss, etc. of Warrant

         Upon  receipt  of  evidence  satisfactory  to the  Company of the loss,
theft,  destruction or mutilation of this Warrant,  and of indemnity  reasonably
satisfactory to the Company,  if lost,  stolen or destroyed,  and upon surrender
and cancellation of this Warrant,  if mutilated,  and upon  reimbursement of the
Company's reasonable incidental expenses,  the Company shall execute and deliver
to the Holder a new Warrant of like date, tenor and denomination.

7. Warrant Holder Not Shareholder

         Except as otherwise provided herein,  this Warrant does not confer upon
the Holder any right to vote or to consent or to receive notice as a shareholder
of the  Company,  as such,  in respect of any matters  whatsoever,  or any other
rights or liabilities as a shareholder, prior to the exercise hereof.

8. Headings

         The  headings  of this  Warrant  have  been  inserted  as a  matter  of
convenience and shall not affect the construction hereof.

9. Notices.

         Unless otherwise provided,  any notice required or permitted under this
Warrant  shall be given in writing  and shall be deemed  effectively  given upon
personal  delivery to the party to be  notified or seven (7) days after  deposit
with a National  Post Office,  for  dispatch by  registered  or certified  mail,
postage  prepaid  and  addressed  to the Holder at the  address set forth in the
Company's  books and to the Company at the address of its principal  offices set
forth above.  With respect to Holders located outside Israel,  such notice shall
be deemed  effectively given upon personal delivery to the party to be notified,
15 business  days after  deposit  with a National  Post  Office for  dispatch by
registered  or certified  airmail,  or when given by telecopier or other form of
rapid written  communication,  provided that confirming  copies are sent by such
airmail.

10. Governing Law

         This  Warrant  shall be  governed  by and  construed  and  enforced  in
accordance  with the laws of the State of New York  applicable to contracts made
and performed within such State.

         IN WITNESS  WHEREOF,  the Company has caused this Common Stock Purchase
Warrant to be executed as of the date first written above.


TTR INC.

By: ________________________
 /title

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<PAGE>

                                    EXHIBIT A

                              WARRANT EXERCISE FORM


                                                         _________________, 199_


TO:   TTR Inc.
RE:   Exercise of Warrant

The undersigned  hereby  irrevocably  elects to exercise the attached Warrant to
the extent of  ___________________  Common  Shares of TTR Inc.  at the  purchase
price set forth in the  attached  Warrant.  Payment to the  Company of the total
purchase price for such shares has been made simultaneously with the delivery of
this exercise of warrant.



By:  ___________________



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