EXHIBIT 10.1

                      TELECOMMUNICATIONS SERVICES AGREEMENT
                         (Prepaid Calling Card Services)


     THIS TELECOMMUNICATIONS  SERVICES AGREEMENT (this "Agreement"),  is entered
into as of the 18th day of August, 1999 (the "Effective Date"), by and between:

TELEGLOBE USA INC., a Delaware  corporation  and U.S.  carrier having a business
address at 11480 Commerce Park Drive, Reston, Virginia 20191 ("Teleglobe"); and

SARATOGA TELECOM,  INC., a Nevada  corporation having a business address at 2500
East Hallandale Boulevard, Suite 210, Hallandale, Florida 33009 ("Customer", and
with Teleglobe, collectively, the "Parties" and individually, a "Party").

WITNESSETH;

     WHEREAS,  Customer  desires  to  purchase  certain  pre-paid  calling  card
services  provided by Teleglobe for resale in the Territory (as defined in Annex
1  attached  hereto),  in  accordance  with the terms and  conditions  contained
herein.

     NOW  THEREFORE,  in  consideration  of the mutual  covenants and agreements
hereinafter set forth, the Parties agree as follows:

1.   RESALE OF THE SERVICES

1.1  Teleglobe  shall  provide to  Customer  for resale in the  Territory,  on a
     non-exclusive  basis,  network and related  services  necessary  to provide
     prepaid calling card services for the provision of  international  switched
     voice telephony via the United States,  as more  particularly  described in
     Annex 1 attached hereto (the "Services").  Customer  understands and agrees
     that Teleglobe,  directly or through other  resellers or sales agents,  may
     also market the Services in the Territory and elsewhere.

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1.2  The countries from which Customer may offer to its customers  access to the
     Services  (the  "Countries")  shall  be set  forth  in each  order  for the
     Services  submitted by Customer pursuant to Section 4.1 below (an "Order"),
     Subject to Section 9 and other applicable provisions of this Agreement, the
     Countries shall remain in effect for all Services  purchased  pursuant to a
     particular  Order,  however,  Teleglobe shall have the right to discontinue
     any  Country  for any  subsequent  Order.  Notwithstanding  the  foregoing,
     however, Teleglobe reserves the right immediately to discontinue any of the
     Countries  in the event  required  by law the  applicable  PTT or any other
     regulatory authority.  Further, Customer acknowledges that a particular PTT
     or other regulatory  authority may unilaterally block access to or from any
     particular Country and/or Territory.

1.3  The rates charged by Teleglobe to the  Countries  (the  "Teleglobe  Rates")
     shall be set forth in each  Order.  The  Teleglobe  Rates  shall  remain in
     effect for all Services purchased pursuant to a particular Order,  however,
     Teleglobe  shall  have the  right to  change  the  Teleglobe  Rates for any
     subsequent Order.

1.4  Customer  understands  and agrees that any Order is subject to  Teleglobe's
     approval  and shall not be final and binding  until  accepted by  Teleglobe
     pursuant to Section 4.1 below.  Teleglobe shall have the right to accept or
     refuse, in whole or in part, any Order for Services obtained from Customer,
     or to terminate  Services to any particular Country with respect to a prior
     Order,  if acceptance of such Order or continued  usage pursuant to a prior
     Order will be or is in violation of any law, statute,  governmental policy,
     or  is  contrary  to  any  agreement  between  Teleglobe  and  any  of  its
     correspondents  or would  otherwise  be  contrary to  Teleglobe's  business
     interests.  Such  determinations  shall  be made by  Teleglobe  in its sole
     discretion. In the event of such refusal or discontinuance,  Teleglobe will
     advise Customer in writing of its decision and may, at its option,  provide
     Customer  with an  explanation  of the reasons for refusal in order to help
     Customer detect Orders which are likely to be refused in the future.

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2.   OBLIGATIONS OF CUSTOMER

2.1  Customer shall be solely  responsible  for all activities in respect of the
     resale, marketing,  advertising,  branding, billing,  collection,  customer
     service  and  any  other  activity  related  to  the  Services,  except  as
     specifically set forth in Annex 2.

2.2  Subject to Article 1.4 above,  Customer  shall  contract  directly with its
     customers for the provision of the Services,  and shall  establish rates to
     be charged to its customers  (the "Customer  Rates"),  which Customer Rates
     must be attached to the  applicable  Order.  The Customer  Rates may not be
     modified on any Order already accepted by Teleglobe.

2.3  Customer agrees to designate one of its employees to attend,  at Customer's
     cost and  expense,  Teleglobe  training  sessions  to learn  the  technical
     aspects  and  provisioning  requirements  related  to  the  Services.  Such
     training sessions will be held at Teleglobe-designated facilities from time
     to time as Teleglobe deems  appropriate.  The cost for the  presentation of
     such  training  and the  materials  related  thereto  will  be paid  for by
     Teleglobe.  Training may be provided to Customer's  personnel at Customer's
     premises  upon  request,  at  Teleglobe's   standard  training  rates  plus
     expenses.  Customer shall be responsible for the training of any sub-agents
     or resellers engaged by Customer to market and promote the Services.

2.4  Within thirty (30) days after the Effective  Date,  Customer  shall provide
     Teleglobe  with  prompt  and  accurate  traffic  forecasting   information,
     including without limitation,  the number of estimated minutes per month of
     Service  usage by  Country.  Traffic  forecasts  also shall be  provided by
     Customer thereafter as may be reasonable requested by Teleglobe.

2.5  Customer understands and agrees that it is acting as carrier of record with
     respect to the  Services  and may not co-brand any of the Services or refer
     in any respect to the Services as Teleglobe  Services or refer to Teleglobe

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     as  the  underlying  Service  provider  unless  agreed  to  in  writing  by
     Teleglobe.  Any marketing and sale of the Services by Customer must be done
     by Customer  branding the Services as Customer's own, without any reference
     to Teleglobe or any of its affiliates.

2.6  Customer  shall  prepare and  develop,  at its own cost and  expense,  such
     technical,  sales and/or promotional  materials as it considers  necessary,
     which technical,  sales and/or promotional  materials shall comply with all
     applicable  laws,   including  without   limitation,   applicable  consumer
     disclosure  laws. Any such technical,  sales and/or  promotional  materials
     utilized by  Customer  shall not  misrepresent  those  representations  and
     warranties  with  respect to the  Services  as are  provided to Customer in
     writing by Teleglobe.  Customer understands and agrees that Teleglobe shall
     have no  responsibility  with respect to any such  technical,  sales and/or
     promotional  materials prepared by Customer.  Upon request,  Customer shall
     provide  Teleglobe  with  copies  of  any  such  technical,   sales  and/or
     promotional materials. Receipt of any such materials shall not be deemed an
     approval or acceptance thereof by Teleglobe.

2.7  Customer  shall  provide  first  line of  support  for all of its  customer
     inquiries,  account changes,  complaints and billing related matters. Under
     no  circumstances  shall  Customer refer retail  customers  directly to the
     Teleglobe service center.

2.8  Customer  shall  maintain at all times a designated  person to be primarily
     and directly responsible for the performance of its obligations  hereunder.
     Customer  shall  not  change  such  assignment   without  prior  notice  to
     Teleglobe.  Customer  shall be  permitted  to resell  the  Services  in the
     Territory  but  shall,  upon  request,  provide  Teleglobe  with the names,
     business  addresses  and other  material  information  about any such sales
     agents  and/or other  resellers or carriers  utilized by customer to resell
     the Services. Customer shall at all times, remain liable for any actions or
     omissions  of any such  resellers,  carriers  and/or sales agents and shall
     indemnify and hold harmless Teleglobe from any liability therefrom.

2.9  Customer  covenants and agrees to resell the Services only in the Territory
     for  access  in the  Countries,  and  understands  and  agrees  that  it is
     expressly  prohibited from reselling the Services outside of the Territory,
     without Teleglobe's prior written approval.

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3.   TERM AND TERMINATION

3.1  This  Agreement  shall  commence on the Effective  Date and shall  continue
     until  terminated by either Party at any time by providing thirty (30) days
     written notice. No new Orders will be accepted during the notice period.

3.2  Notwithstanding  Article 3.1 above,  Teleglobe may terminate this Agreement
     with immediate effect and without prior recourse to any judicial authority,
     by giving written notice to Customer in the event that:

          (i)  Customer  commits a breach of any  obligation  imposed upon it by
               this Agreement  (including without limitation the failure to make
               any payment when due hereunder); or

          (ii) Any  representation  made by  Customer  in this  Agreement  is no
               longer true; or

          (iii)Customer  becomes   insolvent,   or  subject  to  a  petition  in
               bankruptcy  filed by or against it or is placed under the control
               of a receiver, liquidator or committee of creditors; or

          (iv) Customer  assigns or attempts to assign  this  Agreement  without
               Teleglobe's prior written consent; or

          (v)  Customer  dissolves,  ceases to function as a going concern or to
               conduct its operations in the normal course of business.

     3.3  In the event of any  termination  pursuant to this Article 3, Customer
          shall pay to Teleglobe  any amounts  owing  through and  including the
          date of termination.  In addition,  Customer  immediately  shall cease
          selling the Services,  and  Teleglobe  shall not be liable to Customer
          for any  expected  compensation  or  profits  or for any  investments,
          expenditures or commitments made in connection with this Agreement.

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4.   ORDERING, PRICING AND BILLING

     4.1  Customer shall order the Services by submitting an Order in writing to
          Teleglobe,  in the form set  forth  and  attached  hereto  as Annex 3.
          Teleglobe  shall  confirm  the  acceptance  for such  Order as soon as
          practicable after receipt. The cost for the Services shall include the
          cost of any calling  card  provided by  Teleglobe,  any  printing  and
          customized  greeting charges,  any shipping and handling charges,  and
          any other charges set forth on the particular Order.

     4.2  Each Order placed must be for a minimum  value of Twenty Five Thousand
          US Dollars (US$ 25,000) or One Hundred  Thousand  (100,000)  Units, or
          consist of at least One Thousand (1000) calling cards (if Teleglobe is
          responsible  for  printing  the calling  cards) or calling card amount
          numbers.

     4.3  Teleglobe  shall use  commercially  reasonable  efforts to deliver any
          calling  cards  ordered by Customer as soon as  practicable  following
          Teleglobe's approval of the Order. Customer acknowledges that printing
          the  calling  cards  shall  take  approximately  four (4)  weeks,  and
          Teleglobe shall have no liability  whatsoever for any failure or delay
          in the delivery of calling cards.  All calling cards will be delivered
          FOB Shipping Point (USA) (INCOTERMS 1990).  Upon Teleglobe's  shipment
          of the  calling  cards,  Customer  shall  assume  all  risk of loss or
          misuse.

     4.4  All calling cards and/or account  numbers shall remain  inactive until
          Teleglobe  receives a written  request from Customer to activate them,
          and  Teleglobe  receives  payment in full.  All  calling  card  and/or
          account  numbers in the lot  specified on the Order shall be activated
          at the same time.  All calling  cards  and/or  account  numbers  shall
          expire  six  (6)  months  after  the  date  of  activation.  Customer
          covenants  and agrees to activate  all calling  cards  and/or  account
          numbers within twelve (12) months after the date of the Order. Failure
          to activate  within such time frame will result in cancellation of the
          Order without  further  notice,  and  Teleglobe  shall have no further
          liability  to Customer in  connection  with such Order.  Customer  may
          request a shorter  expiration  for the calling  cards  and/or  account
          numbers in its Order.

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     4.5  If Customer  notifies  Teleglobe in writing that a particular  calling
          card or account  number has been lost or  stolen,  Teleglobe  will use
          commercially  reasonable  efforts not to activate  the calling card or
          account  number,  or if already  activated,  to deactivate the calling
          card or account number. However,  Teleglobe shall have no liability to
          Customer  or any third  party for any  claims  that a calling  card or
          account  number,  has  been  lost,  stolen  or  fraudulently  used and
          Teleglobe  shall not be  obligated  to  restore  any  calling  card or
          account  number  value or  otherwise  reimburse  Customer or any third
          party for any calls charged to the calling card or account number.

     4.6  Customer  shall  pay in full  all  amounts  due  Teleglobe,  including
          without  limitation,  charges  described  in  Annex  2 as  well as any
          shipping  and  handling  costs,  prior to  Teleglobe's  activation  of
          calling   cards  and/or   account   numbers   pursuant  to  an  Order.
          Notwithstanding  Section 4.4 above, Customer agrees that the first lot
          of any Order will be  activated  immediately  upon  acceptance  of the
          Order by Teleglobe.  The remaining balance of all amounts due shall be
          paid in full prior to  Teleglobe's  activation of calling cards and/or
          account numbers pursuant to an Order. Customer acknowledges and agrees
          that there  shall be no credit or refund of all or any  portion of the
          Deposit in the event the calling cards and/or account  numbers are not
          utilized or expire prior to full usage.

     4.7  All charges  for the  Services  are  exclusive  of all taxes,  duties,
          surcharges  (including  without  limitation the pay phone  surcharge),
          tariffs  and levies or  withholdings,  including,  but not limited to,
          sales, use, or value added taxes imposed by any governmental authority
          (collectively  referred to as "Taxes"). If Teleglobe is for any reason
          obligated to pay any Taxes in connection with the sale of the Services
          hereunder  then the amount of such Taxes also shall be  reimbursed  to
          Teleglobe  by  Customer  at the  time of  Customer's  payment  for the
          Services.  Customer  shall  be  responsible  for any  Taxes  or  other
          regulatory  fees or  expenses  imposed on its sale of  Services to end
          users.

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5.   FORCE MAJEURE

     No failure or  omission  by  Teleglobe  to carry out or observe  any of the
     terms and conditions of this Agreement shall give rise to any claim against
     Teleglobe  or be deemed a breach of this  Agreement  by  Teleglobe  if such
     failure or omission  arises from an act of God, an act of  Government,  any
     event  specified  in Section 1.2 above or any other  circumstance  commonly
     knows and force majeure.

6.   RELATIONSHIP OF CUSTOMER AND TELEGLOBE

     6.1  Customer has no authority  to act for or on behalf of  Teleglobe,  and
          Customer  acknowledges  and agrees that it is not  authorized  to bind
          Teleglobe to any contract or agreement of any nature  whatsoever or in
          any way to misrepresent the application of the Services.

     6.2  Customer  acknowledges  and agrees that Teleglobe  shall not incur any
          responsibility  or obligation  (including but not limited to state and
          federal taxes,  unemployment,  social security and commissions) to any
          employees,  agents  or  other  permitted  independent  contractors  of
          Customer utilized by Customer in connection with Customer's commercial
          use of the Services. Such persons shall at all times remain employees,
          agents or independent  contractors,  as applicable,  of Customer,  and
          Customer  shall pay promptly when due all taxes and other  liabilities
          on account of such employees, agents or independent contractors.

7.   ADVERTISING, USE OF TELEGLOBE MARKS

     Customer  understands  and  agrees  that it may not use any of  Teleglobe's
     trademarks, service marks, trade names or logos (collectively, the "Marks")
     or  refer  to  Teleglobe  (or  any of its  affiliates)  in any  respect  in
     connection with the marketing and sale of the Services hereunder.  Customer
     shall  not use any  part of any of the  Marks as part of its own name or in
     any other  manner.  It is expressly  understood  by Customer that the Marks
     are, and shall at all times remain, the exclusive property of Teleglobe.

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8.   CONFIDENTIALITY AND PROPRIETARY INFORMATION

     8.1  During the Term of this  Agreement  and for two (2) years  thereafter,
          each Party shall regard and preserve as  confidential  all information
          related  to  the  business  of  the  other   Party,   or  its  parent,
          subsidiaries,  or  affiliated  companies  which is clearly  labeled as
          "proprietary or confidential" ("Confidential Information"). Each Party
          agrees not to disclose any such Confidential information without first
          obtaining  the other  Party's  prior  written  consent.  In  addition,
          Customer agrees not to disclose the existence of this Agreement or any
          of the terms thereof, or refer to Teleglobe (or any of its affiliates)
          in connection with the Services.

     8.2  Each  Party  shall  provide  the same care to avoid  disclosure  or an
          unauthorized  use of the  Confidential  information  as it provides to
          protect its own Confidential information.  It is agreed that access to
          all Confidential  information  shall be limited to only such employees
          or  agents of thee  Customer  who need to know  such  information  for
          purposes of fulfilling the obligations required by this Agreement.

     8.3  All  Confidential  information  shall remain the property of the Party
          releasing it, and such Confidential information,  including all copies
          thereof,  shall be  returned  to the other  Party or  destroyed,  upon
          request, upon termination of this Agreement.

     8.4  Notwithstanding the foregoing, neither Party shall have any obligation
          with respect to  Confidential  information to the extent,  but only to
          the extent, that such information:

          (i)  is  already  in the  possession  of such  Party,  free  from  any
               obligation to keep such information confidential;

          (ii) is or becomes  publicly  known through no wrongful act of a Party
               or any third party;

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          (iii)is rightfully  received  from a third party  without  restriction
               and without breach of any obligation of confidentiality;

          (iv) is  independently  developed  without  use  of  any  Confidential
               information of the other Party and/or its affiliates; or

          (v)  must be disclosed pursuant to a court order or as required by any
               competent  governmental  authority having  jurisdiction over such
               Party.

9.   COMPLIANCE WITH LAWS

     9.1  In performing this  Agreement,  Customer shall not use the Services in
          any manner or for any purpose  which  constitutes  a violation  of the
          laws of the  Untied  States  or the  Territory,  or of the laws of any
          Country in which Customer  obtains access to the Services  pursuant to
          this  Agreement,  and  Customer  shall  indemnify  and hold  Teleglobe
          harmless  from  Customer's  failure to do so or for the failure of its
          customers to do so. Furthermore,  if this Agreement,  the relationship
          created hereby,  or the performance  hereof is determined by Teleglobe
          to be contrary  either (a) to the laws,  rules or  regulations  of any
          such  jurisdiction  now or hereafter in effect,  or (b) the Customer's
          representations  set forth in this Article 9, this  Agreement  will be
          null and void from its inception.

     9.2  Teleglobe reserves the right to cancel and/or temporarily  suspend any
          or all of the  Services,  or  discontinue  any  Country,  if  Customer
          engages into  activities  which,  in the sole discretion of Teleglobe,
          may cause disruption or damage to Teleglobe's network of facilities or
          business reputation, or are contrary to Teleglobe's business interest.
          Teleglobe  shall  use  commercially   reasonable  efforts  to  provide
          Customer with advance notice of such  suspension  and or  cancellation
          and in any case shall endeavor to provide written confirmation of such
          suspension and or cancellation  within a commercially  reasonable time
          thereafter.

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     9.3  Customer  acknowledges  that Teleglobe has entered into this Agreement
          with Customer in material  reliance on the  following  representations
          and covenants made by Customer.

          (i)  neither this Agreement,  the relationship  created hereby nor the
               performance  hereof is contrary to the current  laws,  rules,  or
               regulations  or the Territory or of any Country in which Customer
               will offer access to the Services; and

          (ii) Customer has not refunded and will not refund either  directly or
               indirectly any money to any director,  officer, employee or other
               representative  of Teleglobe (or of any subsidiary  controlled by
               or affiliated  with  Teleglobe)  or to any such person's  family.
               Further,  Customer  represents  and covenants that it has not and
               will not  commit  itself  to make nor will it  actually  make any
               direct or indirect  payments in  connection  with the business of
               Teleglobe to any  directors,  officers,  officials,  employees or
               shareholders  of  any   governmental   or  private   customer  or
               prospective  customer  or to such  person's  family,  or that are
               otherwise  illegal under the  applicable law of the Untied States
               (including the Foreign Corrupt Practices Act) as well as the laws
               of the  Territory  or any Country in which the Services are being
               offered; and

          (iii)Customer has all necessary  authority  and approvals  required to
               provide the Services in the Territory and in nay Country in which
               Customer will offer access to the Services.

     9.4  In the event that Teleglobe  offers the Services  subject to tariff in
          the United  States,  if there is a conflict  between the terms of this
          Agreement and any such tariff, the terms of the tariff shall govern.

10.  WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION

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     10.1 EXCEPT FOR ANY EXPRESS  WARRANTIES OR  REPRESENTATIONS  EXPRESSLY MADE
          HEREIN, TELEGLOBE MAKES NO WARRANTY,  EXPRESS OR IMPLIED, With RESPECT
          TO THE SERVICES.

     10.2 Teleglobe  shall not be liable  for any loss or  damage  sustained  by
          Customer or its  customers  due to any failure in or  breakdown of the
          communication  facilities associated with the use of the Services, for
          any  interruption or degradation of the Services,  whatsoever shall be
          the  cause  or  duration  thereof,  or for any  other  cause  or claim
          whatsoever arising under this Agreement, including without limitation,
          the blocking of a Country or Territory by the  applicable PTT or other
          regulatory authority as specified in Section 1.2 above.

     10.3 In no event shall  Teleglobe be liable to Customer for  consequential,
          special or indirect  losses or damages  howsoever  arising and whether
          under  contract,  tort or otherwise  (including,  without  limitation,
          third  party  claims,  loss of  profits,  or damage to  reputation  or
          goodwill).

     10.4 Customer shall indemnify, defend, and hold harmless Teleglobe (and its
          affiliates,  employees,  agents,  directors  and  officers)  from  and
          against  any  and all  liabilities,  costs,  damages,  and  costs  and
          expenses (including attorney's fees) resulting from Customer's (or its
          employees',  agents'  resellers,  or other  independent  contractors')
          actions hereunder,  including, but not limited to, acts of negligence,
          breach of any provision in this Agreement, violation of any applicable
          law or regulation,  misrepresentation  of the Services or unauthorized
          or illegal acts.

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11.  ASSIGNMENT

     Except  as set forth in  Article  2.8  above,  Customer  may not  assign or
     transfer all or any part of its rights or obligations under this Agreement.
     The  provisions  of this  Agreement  shall  inure to the benefit of, and be
     binding upon, any affiliate or successor in interest of Teleglobe,  whether
     by merger,  consolidation  or transfer of all or  substantially  all of its
     assets or otherwise.

12.  NOTICE

     12.1 All notices,  requests, or other communications  hereunder shall be in
          writing, addressed to the Parties as follows:

     If to Customer:  Saratoga Telecom Inc.
                      2500 East Hallandale Boulevard,
                      Suite 210
                      Hallandale, Florida 33009
                      Attention:  Tom Morsey
                      Facsimile:  (954) 455-4226

     If to Teleglobe  Teleglobe USA Inc.
                      11480 Commerce Park Drive
                      Reston, Virginia 20191
                      Attention:  Vice President, US Sales
                      Facsimile:  (703) 755-2620

     With a copy to:  Teleglobe USA Inc.
                      11480 Commerce Park Drive
                      Reston, Virginia 20191
                      Attention:  Vice President,
                      General Counsel
                      Facsimile:  (703) 755-2694

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     12.2 Notices mailed by registered or certified  mail shall be  conclusively
          deemed to have been  received by the  addressee on the fifth  business
          day following the mailing or sending thereof. Notices sent by telex or
          facsimile shall be conclusively  deemed to have been received when the
          delivery  confirmation  is  received  if followed by first class mail,
          postage prepaid,  if either Party wishes to alter the address to which
          communications  to it are  sent,  it may do so by  providing  the  new
          address in writing to the other Party.

13.  MISCELLANEOUS

     13.1 Any  Article  or any other  provision  of this  Agreement  which is or
          becomes illegal,  invalid or  unenforceable  shall be severed herefrom
          and shall be ineffective to the extent of such illegality,  invalidity
          or  unenforceability  and shall not  affect  or impair  the  remaining
          provisions hereof, which provisions shall be severed from any illegal,
          invalid  or  unenforceable  Article  or any  other  provision  of this
          Agreement and shall otherwise remain in full force and effect.

     13.2 No waiver by either Party to any provisions of this Agreement shall be
          binding  unless made in writing,  any such waiver shall relate only to
          such specific matter,  non-compliance or breach to which it relates to
          and  shall  not  apply to any  subsequent  matter,  non-compliance  or
          breach.

     13.3 The  Parties  agree  that the terms and  conditions  of  Article 8 and
          Article 10 shall survive termination or expiration of this Agreement.

     13.4 This Agreement  shall be governed by the laws of the  Commonwealth  of
          Virginia,  without  reference to its  principles  of conflict of laws.
          Customer  irrevocably  consents  and  submits  to  exclusive  personal
          jurisdiction  in the courts of the  Commonwealth  of Virginia  for all
          matters arising under this Agreement.

     13.5 This Agreement may be executed in multiple counterparts, each of which
          shall be deemed an original.

     13.6 In any action brought by Teleglobe  against Customer to enforce any of
          the  provisions  of this  Agreement,  Teleglobe  shall be  entitled to
          reimbursement  from Customer for all collection and enforcement costs,
          including without limitation, attorneys' fees.

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     13.7 This Agreement, including the following Annexes:

          Annex 1 Territory
          Annex 2 Services Description
          Annex 3 Order Form

          represents the entire understanding between the Parties in relation to
          the matters  herein and  supersedes  all previous  agreements  made by
          either Party,  whether oral or written.  This  "Agreement  may only be
          modified by a writing sighed by both Parties.

IN WITNESS  WHEREOF,  the Parties have executed this  Agreement,  or caused this
Agreement to be executed by a duly authorized officer, as of the Effective Date.

TELEGLOBE USA INC.                    SARATOGA TELECOM INC.



By:  /s/ John Cahill             By:  /s/ Thomas S. Morsey
   -----------------                  --------------------
Name:  John Cahill               Name:   Thomas s. Morsey

Title: President                 Title:  President

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                                     ANNEX 1

                                    TERRITORY

                                  UNITED STATES

-    Cost of an operator-assisted call shall be debited at time of call.

-    Rates set forth are  quoted  based on  traffic  mix set forth in  forecasts
     provided by Customer.  Notwithstanding  Article 1.3, Teleglobe reserves the
     right to change  rates in event of any  significant  change in traffic mix,
     either prospectively or retroactively, and invoice Customer accordingly.

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                                     ANNEX 2

                              SERVICES DESCRIPTION

Teleglobe's  Services allow Customer's  customers to pre-purchase  international
telephone  services to complete  international  calls, while in the countries in
which access to the Services is provided (as set forth in Annex 1), by accessing
international  toll-free numbers.  Teleglobe shall debit the calling card and/or
account number for each call made. All debits to the calling card and/or account
number  shall be in full minute  increments,  rounded up to the nearest  minute.
Chargeable calls shall begin on Teleglobe receiving answer supervision.

Teleglobe will provide the following standard features:

     -    generation of account numbers and calling card processing;
     -    Customer  selection  of prepaid  values for the calling  cards/account
          numbers;
     -    provision of toll-free numbers required to place  international  calls
          and call termination;
     -    debiting of the calling  card/account  number for each call made;
     -    up to ten speed dial  numbers per calling  card/account  number can be
          programmed by the end user;
     -    call  reorigination  allowing  the  end-user  to make  multiple  calls
          without  redialing  the  toll-free  number  and  calling  card/account
          number;
     -    in-language  custom prompts;
     -    in-language live operator assitance; and
     -    security  features  include   automatic   expiration  of  the  calling
          card/account number when specified in Section 4.4 of the Agreement and
          forced disconnect after two invalid card number attempts.

For an additional charge,  Customer may also request in its Order that Teleglobe
(1) manufacture and print the calling cards by selecting form one of Teleglobe's
standard  designs,  (2) add the Customer's  name and logo to the printed calling
cards,  (3) record a customized  greeting  (not to exceed thirty (30) seconds in
duration),  or  (4)  obtain  monthly  traffic  reports  by  program  (SAC).  All
customized  calling card designs and greetings  shall be subject to  Teleglobe's
prior review and approval.

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Teleglobe will provide  Customer  Service support to a person  designated by the
Customer during extended  business hours between 6:00 a.m. and 12:00 a.m. (EST),
Monday  through  Friday,  for second  line  trouble  ticketing  and  support for
Customer's  invoicing  questions.  Additionally,  Trouble  Reporting  - facility
traffic,  and  quality of  service  faults - is  available  to the  Customer  24
hours-a-day, 7 days-a-week.

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