LOAN AGREEMENT
 
LOAN AND SECURITY AGREEMENT made and entered into as of the 2nd day of December
1996 by and between Comtelo Express Inc. (the "Lender") and TTR Inc. (the
"Borrower"), a company organized under the laws of the State of Delaware;
 
                              W I T N E S S E T H
 
WHEREAS, Lender desires to make a loan to Borrower under the terms and
conditions contained herein; and
 
NOW, THEREFORE, the parties hereto agree as follows:
 
1.  Loan. Upon execution of this Agreement Lender hereby loans to Borrower the
amount of U.S. $50,000 (all sums loaned to Company herein shall be referred to
as the "Loan Amount").
 
The Loan Amount is to be repaid as follows:
 
     (i) The Loan Amount, with accrued interest, shall be payable in full upon
the earlier of (i) closing of a Company IPO or (ii) 1 year from the date first
written above, provided, that, Borrower shall have the privilege of prepaying
the whole or any part of the monies owing hereunder at any time without notice
or bonus.
 
     (ii) Interest will accrue, from the period commencing from the date of
actual advance of the Loan Amount, until the repayment thereof in full, and both
before and after maturity (whether due by scheduled maturity, by required
payment, by acceleration, by demand or otherwise), at the rate of interest equal
to 10% per annum (the "Interest"). The accrued Interest will be repaid at the
time of repayment of part or all of the Loan Amount. Interest shall be payable
net of any taxes payable under applicable law.
 
     (iii) The full amount of this loan with accrued Interest shall be repaid no
later than December 1, 1997.
 
     (iv) Notwithstanding anything to the contrary contained herein, the full
amount of the Loan Amount, together with accrued Interest, shall be immediately
due and payable upon (i) the filing by or against Borrower of any petition for
the liquidation or dissolution of its business, or (ii) the commencement by
Borrower of any action to liquidate or dissolve its business, or (iii) a general
assignment by Borrower for the benefit of its creditors, or (iv) Borrower's
failure or inability to pay its debts as they become due.












2. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Delaware. This Agreement
constitutes the entire agreement and understanding of the parties with respect
to the subject matter hereof, and no provision hereof may be amended or
otherwise modified without the written consent of the parties. This Agreement
shall be binding upon the successors and assigns of the parties hereto. In the
event that any one or more of the provisions contained herein shall be found to
be invalid, illegal or unenforceable in any respect, the legality, validity and
enforceability of the remaining provisions thereof shall not be affected or
impaired in any way.
 
IN WITNESS WHEREOF, each of the undersigned have set forth their signature as of
the date first written above.



                                      
Comtelo Express Inc.                     TTR Inc.


per ___________________________          per ___________________________________