AGREEMENT IN PRINCIPLE



                                   To approach



                            THE BUSINESS CO-OPERATION

                                       ON

                              WLL NETWORK SERVICES





                                     Between



             SAIGON POST AND TELECOMMUNICATIONS SERVICE CORPORATION



                                       And



                       GENERAL-TEL / ePHONE, TELCOM, INC.



<PAGE>



Pursuant  to the  Law on  Foreign  Investment  and  other  legal  documents  and
instructions of the Socialist Republic of Vietnam.

     Based on the  functions,  business  activities and  capabilities of the two
     Companies as well as demands in Vietnamese telecommunications market.

The Parties mentioned hereinafter include:

1. THE VIETNAMESE PARTY

SAIGON POST AND TELECOMMUNICATIONS SERVICE CORPORATION, a joint-stock enterprise
is legally  organized and permitted to operate in conformity with the Law of the
Socialist Republic of Vietnam,  being authorized to develop and provide post and
telecommunications services in Vietnam;

- Head Office                         : 45 Le Duan, District 1, Ho Chi Minh City
                                        - Vietnam

- Telephone                           : (84-8) 822 0121/ 822 0124

- Facsimile                           : (84-8) 822 0120

- License of Incorporation No         : 002914  GP-UB  dated 27  December, 1995,
                                        granted by Ho Chi Minh City People's
                                        Committee

- Registered Capital                  : 50.000 Millions VND

- Bank account number                 : 361.130.00.0165 at ORICOMBANK

- Represented by                      : Mr. TRINH DINH KHUONG ; Title -
                                        General Director

Hereinafter referred to as "SPT"


2. THE FOREIGN PARTY

GENERAL-TEL / ePHONE TELECOM  corporation is legally  organized and permitted to
operate in conformity with the Laws of the United States of America

- Head Office                        46505 Landing Parkway, Fremont, California,
                                     USA

- Telephone                         (510) 661-9898

- Facsimile                         (510) 661-9897

- License of Incorporation No       State of Florida, United States of America,
                                    May 3, 1996

- Registered Capital                Authorized:  50 million shares,  Issued: 12
                                                 million shares: Market Value
                                                 of Capital USD 12 million

- Bank account number              Bank of America 097410-2667

- Represented by                   Robert G. Clarke, Chairman and CEO

Hereinafter referred to as "G/E"


In this  agreement,  SPT  and G/E can be  separately  referred  as  "party"  and
collectively referred as "parties"

                                     WHEREAS

1.    SPT has been legally authorized to provide telecommunications  services in
      the  Socialist  Republic  of  Vietnam,   including  the  construction  and
      operation of WLL Networks in the Project Areas.
2.    G/E,   an   international   telecommunications   consortium,   expects  to
      collaborate  with SPT in setting up networks and providing WLL services in
      the Project Areas,  including  assistance to SPT in techniques,  training,
      marketing,   operation  and  management  of  the  Network  (as  set  forth
      hereunder):

Therefore,  after  discussion and  negotiation,  the two parties have come to an
Agreement in Principle (AIP) on this 22 nd October, 1999, in Ho Chi Minh City as
a basis for proceeding  and  completing the official  cooperation in the form of
Business Co-operation Contract, with the following terms and conditions:


<PAGE>



Article 1. OBJECTIVES AND FORMS OF CO-OPERATION

1.1   Objectives:
      SPT and G/E shall  jointly  co-operate  in  developing,  building  up, and
      operating the Networks and providing  telecommunication services using WLL
      customer  access  system  based on CDMA  technology,  including  any other
      enhanced  technology  based on CDMA, using 1.900 MHz band in Project Areas
      approved by the Socialist Republic of Vietnam.

1.2   Forms of Co-operation:
      The  Co-operation  shall be made under the form of  business  co-operation
      contract as stipulated in the Law on Foreign Investment in Vietnam. In the
      future,  should  Vietnamese  government  allows  another  suitable form of
      cooperation  in the  telecommunications  services the two parties agree to
      discuss and apply to the authority in order to change into that form based
      on the mutual agreement in compliance with the laws of Vietnam.

1.3  Feasibility Study
     The parties will forthwith commence a study of the demand for, and economic
     viability  of,  telecommunication   services  in  the  Project  Areas,  and
     initially, in HCMC. The study will be directed by G/E, with assistance from
     SPT. The initial  Feasibility  Study as  specified in Article 2.3,  will be
     updated as work on the initial Networks progresses.

<PAGE>

Article 2. THE MAIN CONTENTS OF THE PROJECT

2.1  Subscribers
      The two Parties shall  co-operate to establish,  develop,  and operate the
      WLL  Networks  with  the  initial  capacity  of  from  25 to  30  thousand
      subscribers  according to realistic  demand,  and shall be defined at each
      milestone in each phase to reach the  forecasted  number of subscribers in
      the Feasibility Study,  within the project areas in the Socialist Republic
      of Vietnam.

2.2  Scope of Services
      The scope of services within the network shall cover voice,  facsimile and
      other  value  added  services  based on WLL  applications  such  as,  data
      communication,  voice response,  etc. within the Project Areas approved by
      the Vietnamese Government.

2.3   Project  and  Coverage  areas and  Feasibility  Study  Leading  to BCC The
      coverage  areas for WLL Services  business will be firstly  covered in HCM
      City and later  expanded to other  demanded  areas in Vietnam in line with
      the Government's  approval . The detail coverage plan of the project areas
      shall be  clarified  in the  Economic & Technical  Feasibility  Studies as
      defined in the Business Cooperation Contract (BCC). The coverage areas and
      implementation plan shall be in periods as follows:

Feasibility Study

 A  feasibility  study will be performed by the foreign  partner in  cooperation
with SPT for the total WLL  project.  The  feasibility  study will  include  the
following: - site survey - technical  specifications/requirements - economic and
financial  structure  -  operational   requirements  -  equipment   requirements
technical  evaluation of WLL equipment  consisting of at least two base stations
and end user equipment for at least 100 subscribers

The feasibility  study and technical  evaluation  (with the terms and conditions
and  responsibility  of each party defined in ANNEX A) will be conducted  within
120 days after signing this AIP.  Upon  completion of this FS, both parties will
join to negotiate  and sign a Business  Cooperation  Contract.  The BCC shall be
submitted for approval to the appropriate VN authority.  Upon BCC approval,  the
project will consist three stages:

Stage 1 : Implement  in the selected  district of Ho Chi Minh City a WLL network
with capacity of from 25 to 30 thousand subscribers.  This stage shall consist 2
phases.

Phase One: Installation of pilot WLL network of 5,000 subscribers

Phase  Two:  Complete  installation  of  the  network  up to  additional  25,000
subscribers.

Stage 2 :  Expand to other  demanded  areas in Ho Chi Minh  with  total  network
capacity  up to  80,000  subscribers.  Stage 3 : Expand  to other  provinces  of
Vietnam with expected capacity increasing up to 1.0 million subscribers.

2.4  Technology and Frequency Usage:

      The network mentioned in this Agreement shall operate with CDMA technology
      IS-95 B/C based, which will be able to migrate to Wideband CDMA ( 3G ), to
      provide WLL services using 1,900 MHz band, with the 7.5 MHz bandwidth.

<PAGE>

2.5  The Contract Duration:

      When the Project reach the number of subscribers at 25,000 or at least one
      year (start from commercial  launch),  the parties shall review the result
      of project  operations up to that time, along with the market  situations.
      If possible,  the parties  shall  consider to study for expansion to other
      demanded  areas  in  Vietnam  territory  as well as for  expansion  of the
      contract duration reasonably.  This will be the base for applying document
      in order to obtain all approvals from governmental  authorities of Vietnam
      for the project  expansion.  The actual contract duration shall be defined
      in the Feasibility Study and BCC content.

Article 3. CONTRIBUTIONS OF THE PARTIES

3.1 Contributions of SPT
3.1.1    Intangible assets
-        Rights of using frequencies 7.5 MHz in the 1,900 Mhz band and other
         necessary microwave bands.
-        Rights of using national numbering plan.
-        Rights of operating and providing telecommunications services in
         Vietnam.
-        Rights of renting and/or using public areas to install WLL equipment
         (such as:  telephone,  poles,  main, cable paths, cables ducts,
         antenna, etc.)

3.1.2 Expenses
-        Cost of recruitment and initially training Vietnamese staffs for the
         project.
-        Costs for obtaining  other  necessary  licenses as mentioned in article
         6.1.1 (not including the investment license of this project).

3.2. Contributions of G/E 3.2.1 Fixed asset
       G/E shall be accountable  to finance for the  procurement of equipment of
       WLL system including Tandem Switch which must support  malicious/criminal
       call trace  features as required by Vietnam  Government,  as specified in
       the project as follows:

-  Network  equipment  (including  costs  for  design,  installation,   testing,
commissioning,  and  acceptance) - End-user  telephone  sets - Other  supplement
infrastructure  facilities such as tower, building,  generator,  air-conditioner
,etc.
-        Transportation means.
-        Office equipment of BCC offices.


<PAGE>



3.2.2  Working capital
       G/E shall be  responsible  for the total working  capital as required for
       the project  including costs for operation and management of the network.
       When the net cash flow of the  project  reach the  break-even-point,  the
       necessary  working  capital  shall be  compensated  by the revenue of the
       project itself.

3.2.3  Other contributions

     -    Costs  for  training  staff  of  SPT in the  BCC  in  accordance  with
          technology transfer purpose.

     -    Cost for doing  market/site  survey,  making  PFS/FS,  other  required
          documentation,  applying procedures,  and other necessary expenses for
          obtaining investment licenses of WLL project.

       The  Foreign  Party  shall  pledge  to  contribute  capital  in  cash  in
accordance with the  contribution  schedule as specified in the business plan of
the feasibility study.

       In case of  widening  the  network  so as to enhance  the  quality of the
services,  the Parties  shall  discuss  and agree to  re-adjust  the  investment
schedule in an appropriate way.

Article 4. PROCUREMENT OF EQUIPMENT

The parties agreed that the  procurement of equipment  shall be performed in the
following way:

     The  procurement  and  installation  of  equipment  and  machines  shall be
     undertaken  through the open and whole package tender processes,  including
     the complete  solution and  equipment for the network,  of which  including
     malicious/criminal call trace facilities.  Equipment could be supplied from
     different sources,  but it must be guaranteed for the modern and compatible
     features and meets the standards of ITU and of Vietnam.

The essential criteria for winning the bidding selection process:

-        Quality of equipment and services.
-        Cost of equipment.
-        Credit/financing conditions of the equipment supplier.
-        The condition of maintaining and the capability of supplementing and
         upgrading the network system.
-        New and advanced equipment, field proven, with the latest production
         time.

Article 5. Financial Feasibility and Costs


5.1      Feasibility
         The  parties  shall  prepare  for  inclusion  in the BCC,  a  financial
         feasibility  of the  project.  As part of the  feasibility,  each party
         shall be  entitled to recover as a first  priority,  their costs as set
         out below  including the capital costs of the project.  The feasibility
         shall specify the  respective  shares of the profits,  the terms of the
         BCC, definition of costs and revenues and the internal rates of return.

5.2      Joint Costs
         The Parties  shall pay the  following  costs,  which is relating to the
         operation of the Project and will be treated as Joint costs  including,
         but not limited to:

       Turnover tax; or value added tax

Fees for leasing frequencies and channels ( 1.900 MHz and microwave) o Costs for
operation and management the network, which consist of but not limited to: Costs
for maintenance and repair  equipment after the guarantee period of the vendors.
- Costs for sales(  including  hand set  subsidies)  - Costs for  customer  care
services.  - Costs for  marketing  and  promotion  - Cost for  renting  land and
buildings.  -  Expenses  of  administrative   management  (electricity,   water,
telephone,  etc.).  - Cost of insurance  for fixed assets  controlled by the BCC
Management  Team.  -  Cost  of  training  for  periodical  update  knowledge  of
Vietnamese  staff during the operation of BCC  (including  training  locally and
abroad).

-    Expenditures  for SPT and G/E staff full-time  working for the BCC project:
     (including salary,  social insurance,  health-care  insurance,  trade union
     fees,  and other  allowances...  These  expenditures  shall be  counted  at
     Vietnamese  living cost and in conformity  with the  Vietnamese  accounting
     regulations.

-    Bonuses for the staff which could be treated as costs

-    Fees for the project consultation and other expenses relating to the BCC.

-    Other miscellaneous expenses.


5.3 Separate Costs

The Parties agree that costs born in relation to the BCC project,  but which are
separately paid by each Party and not calculated as Joint Costs, will be treated
as Separate Costs.

Separate Costs of SPT:

-    Salaries  and costs for Saigon  Postel's  members  taking part in the joint
     coordinating  committee,   and  including  Deputy  Manager  of  Department/
     Division up to General Director of the BCC.
-    Depreciation of assets and SPT's consultation fees (if any).
-    Income tax of SPT

Separate costs of G/E:

-    Salaries,  insurance,  and other relating costs for G/E's senior  personnel
     working for the BCC project in Vietnam, and including JCC's members.
-    Costs for G/E's consultation (if any)
-    G/E's depreciation of assets and equipment;
-    Interest from getting loans (if any).
-    Costs for transferring technology;
-    G/E's income tax and profit remittance tax.
-    Costs for obtaining investment license of this project

The  content in  relation  to  separate  costs and joint  costs shall be further
defined  in  the  feasibility  study  and  the  official  business  co-operation
contract.

Article 6. OBLIGATIONS OF THE PARTIES

6.1 Obligations of Saigon Postel Corp.
6.1.1 Application for the Investment License:
       SPT shall be responsible  for completing  the project  profile,  with the
       assistance  of G/E,  and  other  procedures  in order  to  apply  for the
       Investment  License of the project (costs for this application  procedure
       shall be paid by G/E). In addition, SPT shall be accountable to obtaining
       the following approvals:
a.       Permits of design and installation as specified in the project.
b.       Permits for importing equipment and facilities.
c.       Permits of using frequencies; and
d.       Other necessary approvals.
6.1.2 Customs clearance and others:
       Saigon Postel shall be responsible for completing formalities of customs,
       transportation  and  renting  storage  space of  equipment,  machine  and
       materials as specified in the project (costs of these businesses shall be
       counted as Joint Costs and approved by the Joint  Coordinating  Committee
       established in Article 9.1 of this AIP)
6.1.3 Management and operation of the Networks:  SPT shall be responsible for: -
Managing and operating the Networks with G/E's assistance.

-    Helping to complete the procedures to be supplied electric power, water, to
     import  transport  means for the  purpose  of  building-up,  operating  and
     managing the project.  Saigon Postel Corp.,  with the assistance  from G/E,
     shall  be  accountable  to  setting  up  the  pre-feasibility   study,  the
     feasibility  study in  conformity  with the Law on  foreign  investment  of
     Vietnam. As planned, the process and time for finishing the project profile
     is described in Article 2.3.

-    ProvidingVietnamese staff to assist in the Feasibility Study

-    Procuring all permits and approvals  from  departments of SRV government to
     commence  and operate  Networks and to allow G/E to remove its profits from
     SRV

6.2   Obligations of G/E

6.2.1. Financing the project:
       G/E shall be accountable  to the finance of the project,  as specified in
       article 3.2, in accordance with the contribution schedule as regulated in
       the feasibility study.

6.2.2. Equipment and Materials:
       G/E shall be  responsible  for  planning,  designing,  constructing,  and
       together with SPT's assistance,  inspecting and commissioning  facilities
       and  materials  of  the  Networks  in   accordance   with  the  Technical
       Feasibility Study, the Economic  Feasibility Study and the resolutions of
       the Joint Coordinating Committee.

6..2.4 Assistance in Management,  Techniques,  Training and Technology transfer:
       G/E shall be responsible  for training and  instructing  Saigon  Postel's
       staffs in techniques and  non-techniques in order to transfer  technology
       and  experience in managing,  operating and  sales-marketing  of wireless
       system using CDMA  technology as mentioned  above.  Depending on business
       requirements  and upon the  reasonable  suggestions  of SPT, G/E shall be
       responsible  for  providing  SPT with  experts  to assist  SPT  staffs in
       network management, operation, and sales-marketing properly.

6.2.5 The entire WLL project ( including software,  hardware and firmware) shall
be Y2K compliant.

6.2.6  G/E will pay cost of WLL  trial in Ho Chi Minh  City in  accordance  with
ANNEX B.

6.2.7  G/E  will pay  monthly  frequency  usage  fee of  (estimated  by SPT) USD
9,000.00 one month in advance.

Article 7. OWNERSHIP OF CONTRIBUTIONS

       The parties agree that all assets  described as parts of the each party's
contribution shall remain its ownership during the Business Cooperation Contract
Period.

Article 8.  TERMINATION AND TRANSFER OF EQUIPMENT AND FACILITIES

       Upon the  expiration  of the BCC, if the  internal  rate of return of G/E
falls within the agreed IRR range (to be defined in the BCC), G/E shall transfer
its assets of the  network to SPT with the agreed  nominal  price of one (01) US
Dollar.

       Other case of termination will be discussed and agreed in the BCC.


Article 9: THE JOINT COORDINATING COMMITTEE AND BCC MANAGEMENT
9.1.  Functions of Joint Coordinating Committee (JCC):
      After the Business  Co-operation  Contract is approved and the  Investment
      License is  obtained,  The  Parties  agree to set up a Joint  Coordination
      Committee  ("JCC"),  which consists of 3 persons from each Party. This JCC
      shall  be  responsible   for  inspecting,   supervising,   consulting  and
      recommending  the BCC  Management  Committee to implement the Project with
      the specific functions as follows:

-    Considering and making recommendations on issues relating to the techniques
     and technology selection and networks plans as specified in the project.

-    Considering and making  recommendations on the plan and policy of business,
     marketing, training in order to implement the project.

-    Considering  and making  recommendations  on equipment  supply  through the
     tender procedure.

-    Considering  and  making  recommendations  on solving  difficulties  in the
     process of  implementing  and  operating  the project in regards to the BCC
     management team's suggestions.

-    Considering  and  discussing  all  suggestions  and claims by SPT or G/E in
     relation  to the  project.  Trying to resolve  all  disputes  or  conflicts
     between the Parties arising out or in relation to the Business Co-operation
     Contract through negotiations.

9.2. Rights of the JCC:
      In  order  to  fully  perform  those  functions,  the  Joint  Coordinating
      Committee shall be entrusted the rights to supervise  at-once any issue in
      relation  to this  project,  including  examination  of account  books and
      documents kept by the BCC management team/committee.
9.3. Resolutions of the JCC:
      The  Resolutions  of the JCC must be in  compliance  with the  target  and
      benefit of BCC. The resolutions of the joint Coordinating  Committee shall
      be  agreed  by a  majority  vote  of  the  attending  members  except  for
      resolutions, which are connected with the following issues, shall need the
      consensus (100%)of all the attending members:

-        Business plan, tender selection plan and annual budget plan.
-        Changes of technical and technological aspects and Network plans
         relating to the Project.
-        Increasing, decreasing and transfer of the parties' contributions.
-        The transferring technology contract with the third party.
-        Adjusting the ratio for profit sharing in accordance with the projected
         Internal Rate of Return of G/E.
-        All expenditures and costs
-        Selecting the independent auditing company.
-        Amending and supplementing the operational regulations of the JCC.
-        Other additional issues, if any, fully agreed (100%)by JCC's members to
         put in this list.

9.4.  The relationship between JCC and BCC management Committee: The Resolutions
      shall have the binding value on the parties participating the BCC project,
      and must ensure not to violate the law, the  sovereignty  and the national
      security of Vietnam.  The parties shall be  responsible  for  popularizing
      JCC' s resolutions to their staffs,  including BCC management  committee's
      members,   and  instructing  them  for  carrying  out  these   resolutions
      seriously, in order to manage BCC's operation in an efficient way.

9.5.  The BCC management Committee
      Members attending the BCC management Committee including General Director,
      Deputy   General    Director,    Chief   Accountant   and   Directors   of
      departments/divisions  and  subsidiaries,  shall be appointed by SPT after
      taking  into  account the  recommendation  of JCC.  The two parties  shall
      discuss to find the reasonable  solutions for the foreign party to be able
      to participate in BCC management for mutual benefit in conformity with the
      Laws of Vietnam.

10       Article 10. GENERAL REGULATIONS

     10.1 Confidentiality

     10.1.1  General Confidentiality
       Each Party pledges to make its employees, directors and shareholders keep
       in  confidence  any  information  and not  disclose  to any third  party,
       including,  but not limiting non  circumvention to any equipment  vendors
       and/or financial parties  introduced or brought in by G/E, the details of
       the  negotiations  between the Parties,  the content of the  Agreement in
       Principle  (AIP),  the Business  Plan, or any document in relation to the
       above-mentioned matters and any other relevant information  (confidential
       information),  without  obtaining the prior written  consent of the other
       Party, excepting to the extent that:

-    Such  disclosure  of such  information  is  requested  by any  Governmental
     management  agency  relevant  to that  Party in order to abide by  official
     instructions and guidelines; or

-    The  disclosure of  information  is made to  professional  advisers of such
     Party or to the personnel or  affiliates  of that Party  provided that such
     disclosure is made by way of signing a confidentiality  agreement and those
     to  whom  such  disclosure  is  undertaken  to  abide  by the  confidential
     provisions as set out in this Article; or

-    The confidential information disclosed by the disclosing Party or person is
     popularly announced.

10.1.2   Term of Confidentiality
         If this AIP shall be terminated  without the BCC having been signed the
         confidentiality provisions of Article 10.1.1 shall remain in effect and
         have  binding  value on the  parties  for 2 years  from the date of the
         termination of this AIP.
10.1.3   Protection of Proprietary Information
         All special or proprietary  information  and know how introduced to the
         Project by G/E which has not become  popularly  announced  or  publicly
         disclosed,  shall be owned by G/E and will be  assets  that can only be
         acquired by SPT pursuant to Article 8.
10.2     Public announcements
         Each  Party  agrees  that  it will  not  announce  publicly  any of the
         discussions  in  relation  to the AIP,  Project,  Business  Plan or any
         related  information  or plan under any form whether a press release or
         otherwise  without prior discussion and prior consent in writing of the
         other Party.

10.3 Applicable Law, Disputes and Arbitration
10.3.1   Applicable Law
         The AIP shall be constructed and interpreted in accordance with the Law
         of the Socialist  Republic of Vietnam.  In this spirit,  any dispute or
         conflict  arising out of or relating to the form,  validity and content
         of the AIP shall be interpreted  and understood in accordance  with the
         Law of the Socialist Republic of Vietnam.
10.3.2   In case of any dispute arising out or relating to this agreement is not
         governed or interpreted by the Laws of Vietnam,  the two parties agree
         to apply the Laws of Singapore (ASEAN Region).  10.4 Dispute resolution
         In case of any dispute, discrepancy of opinions or claim arising out of
         or relating to this AIP, the parties shall  discuss to find  reasonable
         solutions  in the  spirit of  co-operation,  respecting  each other and
         law-conformity.  If the  Parties  are unable to reach to an  agreement,
         such dispute,  discrepancy  of opinions or claims shall be solved by an
         arbitration organization.
10.5     Arbitration Organization
         Both parties agree that any dispute or discrepancy  shall be settled by
         the Vietnamese International Arbitration Center in conjunction with the
         Vietnamese  Chamber of Commerce and  Industry in Ho Chi Minh City.  The
         solution of such dispute and  discrepancy  shall be made in  compliance
         with  the  lawsuit   principles   of  the   international   arbitration
         organization   as  mentioned   above.   The  award  of  the  Vietnamese
         international  arbitration  center  shall be final and have the binding
         value on the Parties.  In case one of two parties  involved in this AIP
         does not agree to the award  from the  resolution  from the  Vietnamese
         International  Arbitration  Center,  the disagreeing  party can request
         resolution  from  Singaporean  International  Arbitration  Center.  The
         resolution of Singaporean International Arbitration Center is the final
         decision.
10.6     Financial Records and Reporting
         The  financial  records of the Project  shall be  maintained  using the
         Vietnamese   Accounting   System.   Modifications   to  the  Vietnamese
         Accounting  System will be made to allow for recording  and  accounting
         principles and procedures so that they can be audited using Generally
         Accepted Accounting Principles.
10.7     Perodic Reporting
         Management of the Project shall provide written reports to the JCC on a
         periodic basis  containing all material  information on, for the period
         being  reported on, monies  expended,  revenues if any  received,  work
         done,  success  achieved and problems  encountered  which have not been
         resolved (if any).
10.8.    Languages
         This Agreement in Principle is made in two languages of equal validity,
         English and Vietnamese. In the event that there is any misunderstanding
         between the English  version and the  Vietnamese  version,  the Parties
         agree to refer to the English version.
10.9     Copies
         This  agreement  shall be made in four  (04)  original  copies of equal
         validity  and each  copy  contains  both  the  English  and  Vietnamese
         versions.
10.10    Term of Agreement in Principle
         The  effect  period of this AIP  shall be twelve  (12)  months or until
         the BCC is  earlier  signed by the parties
10.11    Termination by G/E and/or SPT
         Each party may at any time,  upon giving 30 days written  notice to the
         other party,  terminate this Agreement.  Upon the expiry of the 30 days
         all of both parties' obligations shall terminate.
10.12    Approval
         This AIP shall be submitted to the highest authorities by the Boards of
         Management of each Party for approval at the latest 30 working days and
         then to the  Vietnamese  Authorities  for decision and approval.  After
         obtaining the approval from the Vietnamese Government,  the two Parties
         shall, within 10 working weeks,  jointly perform the Feasibility Study,
         the Business Corporation Contract,  the Operational  Regulations of JCC
         and BCC's Management Committee, as well as other necessary documents in
         order  to  submit  to the  Authorities  for  obtaining  the  Investment
         License.

10.13  Other Issues
       Other  issues  concerning  the  co-operation  between  the Parties or any
       details not mentioned in this Principle  Agreement shall be discussed and
       reflected in the official Business Cooperation Contract.  The ANNEX A and
       ANNEX B shall be considered as the inseperable parts of this Agreement in
       Principle.
                                  On behalf of

                               Saigon Postel Corp.


                               "Trinh Dinh Khuong"


                              Mr. TRINH DINH KHUONG

                                General Director
                                  On behalf of
                       General-Tel / ePHONE, Telecom Inc.




                               "Robert G. Clarke"


                                 ROBERT G CLARKE

                       Chairman & Chief Executive Officer


<PAGE>





                                     ANNEX A
   Terms and conditions for feasibility study and technical evaluation period

Article 1: THE PLACE FOR DEPLOYMENT OF PILOT SYSTEM

         The WLL pilot will be deployed at the following places:
1.1      The estimated coverage area is District 9 or District 12 in HCM City.
1.2      The places for installation:45 Le Duan Street and other suitable places

Article 2: THE TERMINATION OF THE EXPERIMENTATION

      Based on the performance result of the pilot system, within one (01) month
      from the date of termination of the trial duration, both Parties will sign
      the  final   Acceptance   Record,   and   evaluate   the   result  of  the
      experimentation.

2.1  If the pilot system  meets the  technical  requirements  and the quality of
     services,   two  parties  shall   negotiate  and  sign  official   business
     cooperation contract (BCC) for WLL services.  The choosing of equipment for
     BCC project will be carry out under tendering.

2.2  In the case where pilot equipment does not meet the technical requirements,
     quality of calling and other  requirements  of services,  party B agrees to
     export the equipment.

Article 3: RESPONSIBILITIES OF THE PARTIES

3.1      Responsibilities of party A

3.1.1    To apply for the  licenses  to test the pilot WLL  system as well as to
         use  frequency for this technical experimentation.

3.1.2    To coordinate with party B in site survey,  installation and operation
          of the system.  3.1.3  Preparing the place for  installation  of pilot
          equipment,  to  ensure  the  requirements  such as  surface  site  for
          experimentation.

3.1.4    Ensuring power supply, water for BTS, BSC during trial duration.

3.1.5    To  assign   capable   staff  to   participate   in  the   process  of
          experimentation   and   acceptance.   3.1.6  To  prepare   subscribers
          participating  in the testing and to  distribute  pilot  areas.  3.1.7
          Arranging,  and obtaining agreements for  interconnections  with PSTN,
          VTN, VTI network.  3.1.8 To help party B with customs clearance of the
          pilot equipment imported into or exported from Vietnam.

3.2      Responsibilities of party B:

3.2.1    Providing WLL pilot equipment in accordance with  configuration  agreed
         by both parties and transporting those to the place of installation.

3.2.2    To be in charge  of site  survey,  installation  of  equipment  at the
          testing site.

3.2.3    To be responsible  for technical  aspects,  ensuring the quality of
         system during the installation and testing duration.

3.2.4    To be  responsible  for providing  detailed  procedures  for equipment
          testing and specifications checking.

3.2.5    Providing technical documents of system,  training technical staffs of
          party A, guiding the operation and maintenance of the system.

 3.2.6   Providing WLL terminal equipment suitable to the system.

 3.2.7   Obtain financing for party A to purchase  Local Tandem  switching
         equipment.

3.2.8    To ensure using properly licensed frequency and pilot configuration,
         not to effect activities of  telecommunication  system over the testing
         area as well as not to effect the frequency  band of  telecommunication
         systems of other networks over or nearby the pilot coverage area.

3.3      Mutual responsibilities

3.3.1    During the trial duration,  if pilot equipment fails, then both parties
         shall check to find the reason and have a  reasonable  solution for the
         problem.

3.3.2    Testing,   measuring,    checking   and   reporting   the   result   of
         experimentation must be handled and unanimously agreed by both parties.

3.3.3    Both parties shall negotiate with VNPT for interconnection.


Article 4: SHARING EXPENDITURES

Both parties agree to share expenses originated during testing duration as
follows:

4.1      Party A shall cover:
4.1.1    All expenses related to the license of pilot WLL network  including all
         necessary  approvals  required for the pilot network of this Agreement.
4.1.2    Expenses of party A's staffs who participate in the project.
4.1.3    Expense for renting the surface for installation of pilot equipment as
         well as necessary power supply for activities of experimentation.
4.2      Party B shall cover:
4.2.1    All expenses related to storing, maintaining, transporting, installing
         and lifting the pilot  equipment.
4.2.2    Expense of party B's staffs who participate in the project.
4.2.3    Frequency fee during the duration of experimentation.

<PAGE>



                                     ANNEX B

                    Estimated costs for WLL feasibility study

This ANNEX B contains  schedule of  estimated  cost for WLL trial in Ho Chi Minh
City.  The  marketing  costs in section (I) below have already been  incurred by
party A, and are subject to cost  recovery  which will be  specified in the BCC.
The remaining  estimated  costs shown in sections II, III, and IV are considered
by Party B to be necessary for conducting the feasibility  study. Party B agrees
to cover the full  estimated  cost of items  shown in  sections II and IV of the
schedule.  For the  estimated  costs in Section III,  party B agrees to pay only
those  actual  and  necessary  costs with  prior  approval,  and which are fully
documented by party A with original cost receipts.

       COST SCHEDULE FOR WLL TRIAL AT HCM CITY


<TABLE>
<S>                                                                   <C>       <C>               <C>

II     For marketing: (Completed)
        1Develop plan of HCMC                                                                        5000
        2Telecom plan of HCMC                                                                        7000
        3Telecom plan of Vietnam                                                                     8000
        4Other information                                                                           5000
        5Cost for PFS building                                                                      25000
         Total:(These costs have been incurred by SPT)                USD       $50,000(I)

III For cell survey:
     1Rent car: (100USD/car_day)                                     100              7               700
     2Party A Staff Cost for data collection (5USD/per_day)           75              7               525
     3Party A Staff Cost for survey analysis  (20USD/per_day)        160              7              1120
     4Cost to buy maps, resources material, tech research                                            1000
     5Cost for public relation, promotions                                                           1000
         Total:                                                      USD         $4,345(II)

IIII   For Project Feasibility Study:
        1Technical requirement & specification                                                      10000
        2Business analysis                                                                          10000
        3Financial analysis                                                                         10000
        4Data & Information collection                                                               5000
        5Preparation of tendering documents                                                         10000
        6Other cost                                                                                  5000
         Total:                                                      USD         $50,000(III)


IV     Operation cost per month
        1Frequency: (9000USD/7.5MHz/month): 9000 x 4                                                36000
        2Rental fee for installation site of cell, antenna... :(20USD/m2/month)                      4000
         (20 x 25 x 4 x 2)
         Total:                                                      USD         $40,000(IV)

         TOTAL (I,II,III + IV)                                       USD         $144,345

</TABLE>