SUBSCRIPTION AGREEMENT & CONFIDENTIONAL QUESTIONAIRE


         Re:      Private placement of Units, each Unit consisting of a 8%
                  $30,000 Promissory Note, 9,000 shares of Common Stock and
                  a warrant to purchase 3,000 shares of Common Stock
                  ---------------------------------------------------------


Dear Subscriber:

         TTR Inc., a Delaware corporation (the "Company"), is offering a minimum
of four (4) units up to a maximum of fifty (50) units (the  "Units"),  each Unit
consisting  of (i) a 8% $30,000  promissory  note,  (ii) 9,000 shares of Company
Common  Stock,  par value  $0.001  (the  "Common  Stock)  and (iii) a warrant to
purchase  3,000 shares of Common Stock at an exercise  price of $6.00 per share,
all as described more  particularly in the Private Placement  Memorandum,  dated
December 1, 1998,  accompanying this Subscription  Agreement (the "Memorandum"),
through Roan  Capital  Partners LP. as  exclusive  placement  agent.  The Notes,
Shares and warrants are collectively referred to herein as the "Securities".

         The  Units are  being  offered  on a "best  efforts"  basis,  during an
offering period commencing on the date hereof and expiring on December 31, 1998,
subject to two sixty day extensions by the Company and the Placement  Agent. The
Company  expects to hold an interim  closing  of this  Offering  at such time as
subscriptions  for 4 Units have been accepted by the Company.  The final closing
of this Offering is expected to occur on or about December 31, 1998, when all 50
Units have been placed, subject to extensions as provided above. The Company and
the Placement Agent may extend the Offering or may cancel the Offering,  rescind
any subscription and return funds received without  deductions or interest.  The
price  for each  Unit  shall  be  payable  upon  execution  of the  Subscription
Agreement. The Company may accept subscription for fractional Units.

         Pending the initial closing and any interim closings  thereafter,  each
prospective   investor's  payment   accompanying  the  investor's   Subscription
Agreement will be deposited in a segregated,  non-interest  bearing escrow.  The
terms of the  offering  and of an  investment  in the  Company  are  more  fully
described  in the  Offering  Materials.  A check made to the order of  "American
Stock Transfer & Trust Company" as agent for TTR Inc. in the amount equal to the
purchase  price for the  amount  hereby  subscribed  for should  accompany  this
Subscription  Agreement.  In lieu of a  check,  a wire  transfer  can be made to
American Stock Transfer & Trust Company in accordance  with the  instructions of
the Placement Agent.

         You have indicated your desire to participate in this private  offering
and to  subscribe  to and agree to  purchase  Units in the  principal  amount of
$___________, receipt of which the Company acknowledges.

                 The  Company  will advise the  Subscriber  within 10 days after
receipt of this  subscription  whether this  subscription  has been  accepted or
rejected. If this subscription is rejected, or if the offering is withdrawn, the
Company  will return the amount paid by the  Subscriber  herewith as promptly as
practicable,  without interest or deduction, and this subscription thereby shall
be canceled and of no further force or effect.  If this subscription is rejected
or if the offering is withdrawn,  the Subscriber agrees to return to the Company
the Offering  Materials and all other  documents  concerning  the offering.  The
Subscriber  may not  withdraw  this  subscription  or any amount  paid  pursuant
thereto except as otherwise provided below.

                 Neither the Units nor the securities  underlying the Units have
been registered under the registration provisions of the Securities Act of 1933,
as  amended  (the  "Act"),  and

<PAGE>


are being  offered and sold by the Company in reliance  upon an  exemption  from
registration  under  Section  4(2)  and  4(6)  of  the  Act,  and  Regulation  D
promulgated thereunder.

                 As an  inducement  to the company to accept your  subscription,
you represent and warrant as follows:

        (A) You  acknowledge  and  understand  that the offering and sale of the
Units are  intended to be exempt from  registration  under the Act, by virtue of
Sections  4(2)  and  4(6) of the Act and  Regulation  D  promulgated  thereunder
("Regulation D") and, in accordance  therewith and in furtherance  thereof,  you
represent and warrant agree with the Company as follows [Please check statements
applicable to you]:

                 The   undersigned  is  an  accredited   investor   because  the
undersigned is (check appropriate item):

          __   (a) A Savings and loan association or other institution specified
               in Section 3(a)(5)(A) of the Act whether acting in its individual
               or fiduciary capacity;  a broker or dealer registered pursuant to
               Section  15 of  the  Securities  Exchange  Act  of  1934;  a plan
               established   and   maintained   by  a   state,   its   political
               subdivisions,  or any agency or instrumentality of a state or its
               political  subdivisions,  for the benefit of  employees,  if such
               plan has  total  assets  in excess  of  $5,000,000;  an  employee
               benefit  plan  within  the  meaning  of  Title I of the  Employee
               Retirement  Income  Security  Act  of  1974,  if  the  investment
               decision is made by a plan fiduciary, as defined in Section 3(21)
               of such Act, which is a savings and loan  association,  or if the
               employee  benefit plan has total assets excess of $5,000,000  or,
               if a self-directed plan, with investment decisions made solely by
               persons that are accredited investors;

          __   (b) A private business  development company as defined in Section
               202(a)(22) of the Investment Advisers Act of 1940;

          __   (c)  An  organization  described  in  Section  501(c)(3)  of  the
               Internal Revenue Code,  corporation,  or partnership,  not formed
               for the specific  purpose of acquiring  the  securities  offered,
               with total assets in excess of $5,000,000;

          __   (d) A director or executive officer of the Company;

          __   (e) A natural  person  whose net  worth,  or joint net worth with
               that person's spouse,  at the time of his or her purchase exceeds
               $1,000,000;

          __   (f) A natural  person who had an  individual  income in excess of
               $200,000  in each of the two most  recent  years or joint  income
               with that person's  spouse in excess of $300,000 in each of those
               years  and has a  reasonable  expectation  of  reaching  the same
               income level in the current year;

          __   (g) A trust,  with  total  assets in excess  of  $5,000,000,  not
               formed for the  specific  purpose  of  acquiring  the  securities
               offered,  whose purchase is directed by a sophisticated person as
               described in Rule 506(b)(2)(ii); and

          __   (h) An entity in which all of the equity  owners  are  accredited
               investors.  (If this  alternative  is checked,  you must identify
               each  equity  owner  and  provide   statements   signed  by  each
               demonstrating how each qualifies as an accredited investor.)

                                       2

<PAGE>


      _____ You confirm that you have the capacity to protect your own interests
      in  connection  with  this  transaction  by reason  of your  business  and
      financial experience.

      _____  You are  able to  bear  the  financial  and  economic  risk of your
      investment and bear the risk of the loss of your entire investment.

      _____ Your  investment  does not exceed 10% of your net worth or joint net
      worth with that of your spouse.

           In  addition  to the above  criteria,  if you are a  resident  of the
Commonwealth of  Pennsylvania,  you represent that you will not sell or transfer
the  Securities  purchased  for a period of twelve (12) months after the date of
purchase thereof unless they are subsequently  registered under the Pennsylvania
Act of 1972 or under the Act. Moreover, you represent that you have been advised
of your right to withdraw  acceptance  of our offer to purchase the Units within
two (2) business  days of the date receipt by the issuer of my binding  contract
of purchase.

      (B) You have such  knowledge  and  experience  in  financial  and business
matters as is  required  for  evaluating  the  merits  and risks of making  this
investment.,  and you or your  representatives  have received  such  information
requested by you  concerning the business,  management and financial  affairs of
the Company in order to evaluate the merits and risks of making this investment.
Further, you acknowledge that you, your attorney, accountant or adviser have had
the  opportunity to ask questions of, and receive  answers from, the officers of
the Company concerning the terms and conditions of this investment and to obtain
information relating to the organization,  operation and business of the Company
and  of  the  Company's  contracts,   agreements  and  obligations.   Except  as
specifically  set forth  herein,  no  representation  of warranty is made by the
Company  to  induce  you to make  this  investment,  and any  representation  or
warranty not made herein is specifically disclaimed.

      (C) You are making this investment for your own account and are purchasing
the Units for investment purposes only and not with a present view to the resale
or other distribution thereof:

      (D) You are making the foregoing  representations  and warranties with the
intent  that  they  may  be  relied  upon  by the  Company  in  determining  the
suitability  of the  sale  Units  to you  for  purposes  of  federal  and  state
securities laws.

      (E) You further  acknowledge  that you have been advised that the Units or
the  securities  underlying  the  Units  have  not  been  registered  under  the
provisions of the Act and that the Company has represented to you that the Units
have been  offered and sold by the Company in reliance  upon an  exemption  from
registration  provided in Section 4(2) and 4(6) of the Act and Section 25102 (f)
of the Code.

      (F) In entering  into this  Agreement  and in  purchasing  the Units,  you
further acknowledge that:

          (i) The Company has  informed you that the Units have not been offered
     for sale by means of general advertising or solicitation.

          (ii) the Units may not be resold  by you in  absence  of  registration
     under the Act or an available exemption from registration.

          (iii) The  following  legend  shall be  placed  on the  Certificate(s)
     evidencing the securities underlying the Units:

                                       3

<PAGE>


           "THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
           REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
           AND MAY NOT BE SOLD OR  OTHERWISE  TRANSFERRED  IN THE  ABSENCE OF AN
           EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE ACT OR AN  OPINION  OF
           COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
           REQUIRED."

          (iv) The Company may place a stop transfer order on its transfer books
     against the  transfer of the  securities  underlying  the Units.  Such stop
     order will be  removed,  and further  transfer  of the Units or  securities
     underlying  the Units will be permitted upon an effective  registration  of
     the Units (as to the Company has no obligation to file),  or the receipt by
     the  Company of an opinion of counsel  that such  further  transfer  may be
     effected pursuant to an applicable exemption from registration.

          (v) The purchase of the Units involves risks which you have evaluated,
     and you are able to bear the  economic  risk of the  purchase of the Units.
     You have been advised of the current financial condition of the Company and
     of  the  possible  adverse  effects  of  such  financial  condition  on the
     Company's general business.

      (G) The undersigned has completed the accompanying Investor  Questionnaire
and has  delivered it herewith and  represents  and warrants  that it accurately
sets forth the financial  condition on the date hereof.  The  undersigned has no
reason  to  expect  there  will be any  material  adverse  change  in his or her
financial  condition  and will advise the Company of any such changes  occurring
prior to acceptance of my subscription.

      (H) The undersigned has relied only on the information  otherwise provided
to him or her in writing by the Company relating to this investment.

      (I) The undersigned  understands  that all documents,  records,  and books
pertaining to this  investment have been made available for inspection by him or
her, his or her attorney and/or his or her accountant.

      (J) The undersigned  has had a reasonable  opportunity to ask questions of
and receive answers from a person acting on behalf of the Company concerning the
offering  of the Units and all such  questions  have been  answered  to the full
satisfaction of the undersigned.

      (K)  The  undersigned  is not  purchasing  the  Units  as a  result  of or
subsequent  to  any  advertisement,   article,  notice  or  other  communication
published  in any  newspaper,  magazine  or  similar  media  or  broadcast  over
television  or  radio,  any  seminar  or  meeting,  or  any  solicitation  of  a
subscription  by a person not previously  known to the undersigned in connection
with investments in securities generally.

      (L) The  undersigned has reached the age of majority in the state in which
the undersigned  resides,  has adequate means of providing for the undersigned's
current  needs  and  personal  contingencies,  is able to bear  the  substantial
economic  risks of an investment in the Units for an indefinite  period of time,
has no need for liquidity in such investment, and the undersigned is prepared to
lose his or her entire investment in the Units.

      (M) The undersigned's  overall investments that are not readily marketable
is not, and his acquisition of the Units will not count such overall  commitment
to become, disproportionate to his or her net worth.

                                       4

<PAGE>


      You acknowledge that you have made your own  investigation  concerning the
business and affairs of the Company and in that connection,  you acknowledge the
previous receipt of the Offering Materials.

      (N) The undersigned  agrees to indemnify and hold harmless the Company and
the Placement Agent, the officers,  directors,  and affiliates of the Company or
the Placement Agent, and each other person , if any, who controls the Company or
the Placement  Agent,  within the meaning of Section 15 of the Act,  against any
and all loss,  liability,  claim, damage and all expenses reasonably incurred in
investigating,  preparing  or  defending  against any  litigation  commenced  or
threatened  or any  claim  whatsoever  arising  out of or based  upon any  false
representation  or  warranty or breach or failure by the  undersigned  to comply
with any covenant or agreement  made by the  undersigned  herein or in any other
document furnished by the undersigned to any of the foregoing in connection with
this transaction.

      (O)  The  undersigned  hereby  acknowledges  and  agrees,  subject  to any
applicable state securities law, the subscription and application  hereunder are
irrevocable, that the undersigned is not entitled to cancel, terminate or revoke
this Subscription  Agreement or any agreements of the undersigned  hereunder and
that this  Subscription  Agreement and such other  agreements  shall survive the
death or  disability of the  undersigned  and shall be binding upon and inure to
the  benefit  of  the  parties  and  their  heirs,  executors,   administrators,
successors, legal representatives,  and assigns. If the undersigned is more than
one person,  the  obligations of the  undersigned  hereunder  shall be joint and
several, and the agreements,  representations,  warranties,  and acknowledgments
herein  contained  shall be deemed to be made by and be  binding  upon each such
person   and   his   heirs,   executors,   administrators,   successors,   legal
representatives, and assigns.

      (P) The  undersigned  is not relying on the  Company or any agent  thereof
with  respect  to  the  financial  or  tax  considerations  with  respect  to an
investment in the Securities.

      (Q) The  undersigned  shall provide,  upon request,  such  information and
execute and deliver such documents as may be reasonably requested to comply with
all laws to which the Company may be subject, including without limitation, such
additional information as the Company may deem appropriate.

       (R) The  execution,  delivery and  performance  of this  Agreement by the
undersigned  (i) will not  constitute  a  default  under  or  conflict  with any
agreement or  instrument to which the  undersigned  is a party or by which it or
its  assets  are  bound,  (ii) will not  conflict  with or  violate  any  order,
judgment, decree, statute, ordinance or regulation applicable to the undersigned
(including,  without  limitation,  any  applicable  laws relating to permissible
legal investments) and (iii) do not require the consent of any person or entity.
This  Agreement  has  been  duly  authorized,  executed  and  delivered  by  the
undersigned and  constitutes the valid and binding  agreement of the undersigned
enforceable against it in accordance with its terms.

      (S) The  undersigned  has not  retained,  or  otherwise  entered  into any
agreement or  understanding  with,  any broker or finder in connection  with the
purchaser of  Securities  by the  undersigned  other than Roan Capital  Partners
L.P.,  and the  undersigned  acknowledges  that the  Company  will not incur any
liability for any fee,  commission or other  compensation on account of any such
retention,  agreement or  understanding  by the  undersigned  other than to Roan
Capital Partners L.P.

       (T) The  representations,  warranties and  agreements of the  undersigned
contained  herein shall be true and correct in all materials  respects on and as
of the Closing Date of the sale of the  Securities  as if made on and as of such
date and shall  survive the  execution  and delivery of this  Agreement  and the
purchase of the Securities.

                                       5

<PAGE>


           Neither this  Subscription  Agreement nor any provisions hereof shall
be waived,  modified,  discharged,  or  terminated  except by an  instrument  in
writing  signed  by the  party  against  whom  any  such  waiver,  modification,
discharge, or termination is sought.

           Any notice,  demand or other communication which any party hereto may
be  required,  or may elect,  to give to anyone  interested  hereunder  shall be
sufficiently  given if (a) deposited,  postage prepaid,  in a United States mail
box, stamped, registered or certified mail, return receipt requested,  addressed
to such  address as may be listed on the books of the  Company or (b)  delivered
personally at such address.

           This  Subscription  Agreement  may be  executed  through  the  use of
separate  signature  pages or in any  number of  counterparts,  and each of such
counterparts  shall,  or all purposes,  constitute one agreement  binding on all
parties,  notwithstanding  that  all  parties  are not  signatories  to the same
counterpart.

            This  Subscription  Agreement  contains the entire  agreement of the
parties   with  respect  to  the  subject   matter   hereof  and  there  are  no
representations,  covenants or other agreements  except as stated or referred to
herein.

           Each  provision  of this  Subscription  Agreement  is  intended to be
severable from every other  provisions,  and the invalidity or illegality of any
portion  hereof,  shall not affect the  validity or  legality  of the  remainder
hereof.

           This Subscription  Agreement is not transferable or assignable by the
undersigned except as may be provided herein.

           This  Subscription  Agreement  shall be governed by and  construed in
accordance  with the laws of the State of New York as  applied to  residents  of
that state executing contracts wholly to be performed in that state.

                                       6

<PAGE>


      We would appreciate your  countersigning  and returning two copies of this
Subscription  Agreement.  A countersigning  copy of this Subscription  Agreement
will  be  returned  to  you,  together  with  certificates  for  the  securities
underlying the Unit purchased.  For the purpose of having the  certificates  for
the  securities  prepared,  please  indicate  the  exact  manner  in  which  the
certificates  representing the Units is to be made out in the space provided for
below.

Date Executed: ______________, 1998.

                                            Very truly yours,

                                            TTR  Inc.

                                            By:    ________________
                                            Name:  Marc Tokayer
                                            Title: President

                  AGREED TO AND ACCEPTED:

(INDIVIDUAL)                                (CORP., PRTSHP OR TRUST)

-------------------                         ------------------------------
Signature of Subscriber                     Name of Corp., Prtshp or Trust

                            By:   ____________________
                            Name:
                            Title:

When signing as guardian, executor, administrator, attorney, trustee, custodian,
or in any other similar capacity, please give full title. If a corporation, sign
in full corporate name by president or other authorized  officer,  giving title,
and affix corporate Fed. Ident.  No. and seal if appropriate.  If a partnership,
sign in partnership name by authorized  person.  In the case of joint ownership,
each Joint owner must sign.


Certificate for Units to be made out as follows:

-------------------
Name



---------------------------------------------------------
Address & Fax

-----------------------------------------            -------------
Social Security No. or Federal Ident. No.            Telephone No.


                                       7

<PAGE>


      THE  SECURITIES  OFFERED  PURSUANT TO THE  CONFIDENTIAL  MEMORANDUM  DATED
DECEMBER 1, 1998 AND THE EXHIBITS ATTACHED THERETO (COLLECTIVELY,  THE "OFFERING
MATERIALS") HAVE NOT BEEN FILED OR REGISTERED WITH OR APPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION (THE  "COMMISSION"),  NOR HAS THE COMMISSION PASSED UPON
THE  ACCURACY OR ADEQUACY OF THE OFFERING  MATERIALS.  NO STATE  SECURITIES  LAW
ADMINISTRATOR  HAS  PASSED ON OR  ENDORSED  THE MERITS OF THIS  OFFERING  OR THE
ACCURACY OR THE ADEQUACY OF THE OFFERING  MATERIALS.  ANY  REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

         THE  SECURITIES  OFFERED  HEREBY  ARE  BEING  OFFERED  PURSUANT  TO  AN
EXEMPTION FROM THE REGISTERATION  REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT") AND  APPLICABLE  STATE  SECURITIES  LAWS FOR NON-PUBLIC
OFFERINGS.  SUCH  EXEMPTIONS  LIMIT THE TYPES OF INVESTORS TO WHICH THE OFFERING
WILL BE MADE AND  RESTRICT  SUBSEQUENT  TRANSFER  OF THE  UNITS  AND  SECURITIES
UNDERLYING THE UNITS.

         THE SECURITIES  OFFERED HEREBY SHOULD BE CONSIDERED ONLY BY PERSONS WHO
CAN  AFFORD TO  SUSTAIN A LOSS OF THEIR  ENTIRE  INVESTMENT.  INVESTORS  WILL BE
REQUIRED TO REPRESENT  THAT THEY ARE FAMILIAR WITH AND  UNDERSTAND  THE TERMS OF
THIS OFFERING.

         NO  SECURITIES  MAY BE RESOLD OR  OTHERWISE  DISPOSED OF BY AN INVESTOR
UNLESS,  IN THE OPINION OF COUNSEL  SATISFACTORY  TO THE  COMPANY,  REGISTRATION
UNDER  THE  APPLICABLE  FEDERAL  OR  STATE  SECURITIES  LAW IS NOT  REQUIRED  OR
COMPLIANCE IS MADE WITH SUCH REGISTRATION REQUIREMENTS.

         THE OFFEREE, BY ACCEPTING DELIVERY OF THE OFFERING MATERIALS, AGREES TO
RETURN THE OFFERING  MATERIALS AND ALL ACCOMPANYING OR RELATED  DOCUMENTS TO THE
COMPANY  UPON  REQUEST  IF THE  OFFEREE  DOES NOT AGREE TO  PURCHASE  ANY OF THE
SECURITIES OFFERED HEREBY.

         THE OFFERING  MATERIALS ARE  SUBMITTED IN  CONNECTION  WITH THE PRIVATE
PLACEMENT OF THE SECURITIES AND DO NOT  CONSTITUTE AN OFFER OR  SOLICITATION  BY
ANYONE  IN ANY  JURISDICTION  IN  WHICH  SUCH AN OFFER  OR  SOLICITATION  IS NOT
AUTHORIZED.  IN ADDITION,  THE OFFERING MATERIALS  CONSTITUTE AN OFFER ONLY IF A
NAME AND IDENTIFICATION  NUMBER APPEAR IN THE APPROPRIATE SPACES PROVIDED ON THE
COVER PAGE OF THE  CONFIDENTIAL  TERM SHEET AND  CONSTITUTE AN OFFER ONLY TO THE
PERSON WHOSE NAME APPEARS  THEREON.  ANY  REPRODUCTION  OR  DISTRIBUTION  OF THE
OFFERING  MATERIALS  IN  WHOLE  OR IN PART,  OR THE  DIVULGENCE  OF ANY OF THEIR
CONTENTS,  WITHOUT THE PRIOR WRITTEN CONSENT OF THECOMPANY,  IS PROHIBITED.  ANY
PERSON ACTING CONTRARY TO THE FOREGOING  RESTRICTIONS  MAY PLACE HIMSELF AND THE
COMPANY IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS.

                                       8
<PAGE>


                                BLUE SKY LEGENDS

                       NOTICE TO PRESIDENTS OF ALL STATES

THE UNITS AND  SECURITIES  UNDERLYING THE UNITS ARE SUBJECT TO  RESTRICTIONS  ON
TRANSFERABILITY  AND  RESALE  AND MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT AS
PERMITTED UNDER THE ACT, AND THE APPLICABLE STATE  SECURITIES LAWS,  PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE  ISSUER  AND THE  TERMS OF THE  OFFERING,  INCLUDING  THE  MERITS  AND RISKS
INVOLVED. THE UNITS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY.

FURTHERMORE,  THE  FOREGOING  AUTHORITIES  HAVE NOT  CONFIRMED  THE  ACCURACY OR
DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                             FOR NEW YORK RESIDENTS

THIS  OFFERING  MEMORANDUM  HAS NOT BEEN FILED WITH OR REVIEWED BY THE  ATTORNEY
GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY  GENERAL OF THE STATE OF NEW
YORK  HAS  NOT  PASSED  ON  OR  ENDORSED  THE  MERITS  OF  THIS  OFFERING.   ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL


                          FOR RESIDENTS OF CONNECTICUT

THE SECURITIES  OFFERED HEREBY ARE OFFERED  PURSUANT TO A CLAIM OF EXEMPTION AND
HAVE NOT  BEEN  REGISTERED  UNDER  SECTION  36-485  OF THE  CONNECTICUT  UNIFORM
SECURITIES ACT. THE SECURITIES  OFFERED HEREBY CANNOT,  THEREFORE,  BE RESOLD OR
TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.

                              FOR FLORIDA RESIDENTS

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE FLORIDA  SECURITIES ACT IN
RELIANCE UPON EXEMPTION PROVISIONS THEREIN.  SECTION 517.061 (11) (A) (5) OF THE
FLORIDA SECURITIES AND INVESTOR PROTECTION ACT (THE "FLORIDA ACT") PROVIDES THAT
ANY PURCHASER OF  SECURITIES  IN FLORIDA  WHICH ARE EXEMPTED  FROM  REGISTRATION
UNDER  SECTION  517.061 (11) OF THE FLORIDA ACT MAY  WITHDRAW  HIS  SUBSCRIPTION
AGREEMENT  AND RECEIVE A FULL REFUND OF ALL MONIES PAID,  WITHIN THREE  BUSINESS
DAYS AFTER HE TENDERS  CONSIDERATION FOR SUCH SECURITIES.  THEREFORE ANY FLORIDA
RESIDENT  WHO  PURCHASES  SECURITIES  IS  ENTITLED  TO  EXERCISE  THE  FOREGOING
STATUTORY   RECISSION   RIGHT  WITHIN  THREE   BUSINESS  DAYS  AFTER   TENDERING
CONSIDERATION FOR THE

                                       9

<PAGE>


INVESTMENT PACKAGES BY TELEPHONE,  TELEGRAM,  OR LETTER NOTICE TO THE COMPANY AT
THE ADDRESS OR TELEPHONE  NUMBER  PROVIDED IN THIS  MEMORANDUM.  ANY TELEGRAM OR
LETTER SHOULD BE SENT OR POSTMARKED  PRIOR TO THE END OF THE THIRD BUSINESS DAY.
A LETTER SHOULD BE MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE
ITS RECEIPT AND TO EVIDENCE  THE TIME OF  MAILING.  ANY ORAL  REQUEST  SHOULD BE
CONFIRMED IN WRITING.


                           FOR PENNSYLVANIA RESIDENTS

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE PENNSYLVANIA SECURITIES ACT.
THE  SECURITIES  PURCHASED  HEREUNDER  CANNOT BE SOLD OR  OTHERWISE  TRANSFERRED
EXCEPT PURSUANT TO A REGISTRATION UNDER THE PENNSYLVANIA SECURITIES ACT OR UNDER
THE SECURITIES ACT OF 1933, AS AMENDED.  THE REGULATORY  SECURITIES AUTHORITY OF
THE  COMMONWEALTH  OF  PENNSYLVANIA  HAS  NOT  APPROVED  OR  DISAPPROVED   THESE
SECURITIES  NOR  PASSED  UPON THE MERITS OF THIS  OFFERING  OR THE  ACCURACY  OR
ADEQUACY OF THIS MEMORANDUM AND ANY  REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
SALES OF THESE  SECURITIES TO THE RESIDENTS OF THE  COMMONWEALTH OF PENNSYLVANIA
ARE SUBJECT TO THE FOLLOWING CONDITIONS:

(1) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THESE SECURITIES MUST AGREE IN
WRITING NOT TO SELL OR TRANSFER THESE  SECURITIES FOR A PERIOD OF 12 MONTHS FROM
THE DATE OF THE  CLOSING OF THE SALE OF THE  SECURITIES  OFFERED  HEREBY IF SUCH
SALE OR TRANSFER WOULD VIOLATE  SECTION 203 (D) OF THE  PENNSYLVANIA  SECURITIES
ACT OR THE REGULATIONS THEREUNDER; AND

(2) EACH  PENNSYLVANIA  RESIDENT WHO  SUBSCRIBES  FOR  SECURITIES HAS THE RIGHT,
PURSUANT  TO SECTION  207 (M) OF THE  PENNSYLVANIA  SECURITIES  ACT OF 1972,  TO
WITHDRAW HIS SUBSCRIPTION,  AND RECEIVE A FULL REFUND OF ALL MONIES PAID, WITHIN
TWO  BUSINESS  DAYS AFTER THE DATE OF  RECEIPT  BY THE ISSUER OF THE  INVESTOR'S
EXECUTED  SUBSCRIPTION  AGREEMENT.   WITHDRAWAL  WILL  BE  WITHOUT  ANY  FURTHER
LIABILITY TO ANY PERSON.  TO ACCOMPLISH THIS WITHDRAWAL,  A SUBSCRIBER NEED ONLY
SEND A LETTER OR TELEGRAM INDICATING HIS INTENTION TO WITHDRAW TO:

                                     TTR Inc
                          The Columbus Circle Building
                            1841 Broadway, 11th Floor
                               New York, NY 10023
                                Fax: 212-333-7891

SUCH LETTER OR TELEGRAM  SHOULD BE SENT AND  POSTMARKED  PRIOR TO THE END OF THE
AFOREMENTIONED  SECOND  BUSINESS  DAY.  IT IS  PRUDENT  TO SEND  SUCH  LETTER BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO
TO EVIDENCE THE TIME WHEN IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, YOU MUST
ALSO SEND A TELEGRAM CONFIRMING YOUR REQUEST.

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<PAGE>

                          FOR TENNESSEE RESIDENTS ONLY

IN MAKING AN INVESTMENT  DECISION,  INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE  ISSUER  AND THE TERMS OF THE  OFFERING,  INCLUDING  THE MERITS AND RISKS
INVOLVED.

THESE  SECURITIES HAVE NOT BEEN  RECOMMENDED BY ANY FEDERAL OR STATE  SECURITIES
COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT  CONFIRMED  THE ACCURACY OR DETERMINED  THE ADEQUACY OF THIS  DOCUMENT.  ANY
REPRESENTATION  TO THE  CONTRARY IS A CRIMINAL  OFFENSE.  THESE  SECURITIES  ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND
THE APPLICABLE  STATE  SECURITIES  LAWS,  PURSUANT TO  REGISTRATION OR EXEMPTION
THEREFROM.  INVESTORS SHOULD BE AWARE THAT MAY BE REQUIRED TO BEAR THE FINANCIAL
RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


                            FOR TEXAS RESIDENTS ONLY

EACH  PURCHASER OF THE UNITS MUST BEAR THE ECONOMIC  RISKS OF AN  INVESTMENT  IN
SUCH SECURITIES FOR AN INDEFINITE  PERIOD OF TIME PRIOR TO ANY SUBSEQUENT RESALE
OF SUCH UNITS BECAUSE THE UNITS HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES
LAWS OF TEXAS OR THE  SECURITIES  ACT OF 1933 AND MAY NOT BE TRANSFERRED OR SOLD
BY A PURCHASER  THERETO EXCEPT IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER THE SECURITIES LAWS OF TEXAS AND THE SECURITIES ACT OF 1933 OR PURSUANT TO
AN EFFECTIVE REGISTRATION THEREUNDER.


                            FOR CALIFORNIA RESIDENTS

IT IS UNLAWFUL TO  CONSUMMATE A SALE OF THE UNITS OR ANY INTEREST  THEREIN OR TO
RECEIVE ANY  CONSIDERATION  THEREFOR,  WITHOUT THE PRIOR WRITTEN  CONSENT OF THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,  EXCEPT AS PERMITTED IN
THE COMMISSIONER'S


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