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

                                    TTR INC.

_________, 1998                                                          $25,000


                               10% PROMISSORY NOTE

         TTR Inc., a Delaware  corporation (the "Company"),  for value received,
promises to pay to _________________ or registered assigns (the "Holder") on the
earlier of (i) the 30th day  following  the  consummation  by the Company of any
form of  financing as  described  in  subparagraph  2b below or (ii) twelve (12)
months from the date hereof (the earlier of such dates referred to herein as the
"Maturity Date"), at the principal offices of the Company,  the principal sum of
Twenty Five Thousand ($25,000.00) Dollars in such coin or currency of the United
States  of  America  as at the time of  payment  shall be legal  tender  for the
payment  of  public  and  private  debts,  and to  pay  simple  interest  on the
outstanding principal sum hereof at the rate of ten percent (10 %) per annum for
the date hereof until the  Maturity  Date (the  "Note").  This Note is a part of
units being sold by the Company in a private offering, which units include notes
(the "Note") in the aggregate  principal maximum amount of $1,000,000.  Interest
shall be payable on the  Maturity  Date and shall  accrue and be payable in like
coin  or  currency  to the  Holder  hereof  at the  office  of  the  Company  as
hereinafter  set forth.  The Company will punctually pay or cause to be paid the
principal  amount and  interest on this Note.  Any sums  required to be withheld
from any payment of principal  amount,  or interest on this Note by operation of
Law or pursuant to any order,  judgment,  execution,  treaty, rule or regulation
may be withheld by the Company and paid over in accordance therewith.

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


<PAGE>


penalty or forfeiture  under  applicable law, then ipso facto the obligations of
the Company to make such  payment to the Holder  shall be reduced to the highest
rate authorized under the applicable law.

1. Transfer of Note to Comply with the Securities Act

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

2. Prepayment

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

         b. The entire  principal amount of this Note and accrued interest shall
be prepaid on the date that the Company,  or any subsidiary,  receives  proceeds
from the  consummation of any form of public or private equity or debt financing
other  than  financing  in the  aggregate  amount  of  $1,000,000  and  accounts
receivable financing.

3. Covenants of Company

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

          (i) Promptly  pay and  discharge  all lawful  taxes,  assessments  and
     governmental  charges or levies imposed upon the Company or upon its income
     and profits,  or upon any of its  property,  before the same shall become a
     lien upon the  Company's  assets or property,  as well as all lawful claims
     for labor,  materials and supplies which, if unpaid, would become a lien or
     charge upon such properties or any part thereof;  provided,  however,  that
     the  Company  shall  be  required  to  pay  and  discharge  any  such  tax,
     assessment,  charge, levy or claim so long as the validity thereof shall be
     contested in good faith by  appropriate  proceedings  and the Company shall
     set aside on its books  adequate  reserves  with  respect  to any such tax,
     assessment, charge, levy or claim so contested;


                                       2

<PAGE>


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

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

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

          (v) At all times keep true and correct books, records and accounts.

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

4. Events of Default

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

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

          (ii) Default in the due  observance  or  performance  of any covenant,
     condition  or  agreement  on the  part of the  Company  to be  observed  or
     performed  pursuant to the terms  hereof,  if such default  shall  continue
     uncured for 10 days after written notice,  specifying  such default,  shall
     have been given to the Company by the Holder;

          (iii)  Default in the  payment of any  principal  or  interest  due in
     connection with any secured or institutional  indebtedness now or hereafter
     due and owing by the Company;

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

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

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

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


                                       3


<PAGE>


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

         b. The Company agrees that it shall give notice to the Holder at his or
her  registered  address by certified  mail,  of the  occurrence of any Event of
Default within five (5) days after such Event of Default shall have occurred.

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

5. Miscellaneous

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

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

         c.  Payment  of  interest  shall  be made  as  specified  above  to the
registered  owner  of this  note.  Payment  of  principal  shall  be made to the
registered  owner  of this  Note  upon  presentation  of this  Note on or  after
maturity. No interest shall be due on this Note for such period of time that may
elapse between the maturity of this Note and its presentation for payment.

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

         e. Upon receipt by the Company of evidence  reasonably  satisfactory to
it of the loss, theft,  destruction or mutilation of this Note, and (in the case
of loss, theft

                                       4

<PAGE>


or destruction) of reasonably satisfactory  indemnification,  and upon surrender
and  cancellation  of this Note,  if  mutilated,  the Company  shall execute and
deliver  a new Note of like  tenor  and  date.  Any such new Note  executed  and
delivered shall constitute and additional  contractual obligation on the part of
the Company,  whether or not this Note so lost,  stolen,  destroyed or mutilated
shall be art any time enforceable by anyone.

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

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

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

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



                                     By:    ____________

                                     Title:


                                       5