EXHIBIT 10.11

                        CARRIER SERVICE AGREEMENT
                        -------------------------



This Service Agreement ("Agreement") is made as of the 25 day of OCT,
1999 ("Effective Date"), by and between NetVoice Technologies, Inc.
(NVT), with its principal office at 13747 Montfort Dr, Ste. 250, Dallas,
Texas 75240, and SUPERNET, with its principal office at 232 BROADWAY
BROOKLYN NY 11211, hereinafter called ("CUSTOMER").

WHEREAS, CUSTOMER is a common carrier that has requested that NVT provide
the services described in Exhibits A and B and CUSTOMER agrees to accept
said services pursuant to the terms hereof:

NOW, THEREFORE, the parties agree as follows:

1.   SERVICES.  NVT agrees to furnish CUSTOMER telecommunications
     services set forth in Exhibit A and Exhibit B to this Agreement, at
     the rates set forth therein and subject to the terms and conditions
     contained in this Agreement.

2.   TERM.  The term of this Agreement shall commence on the Effective
     Date and will continue for a period of one (1) year.

3.   CHARGES AND PAYMENT.

     3.1  All Usage Charges and Monthly Recurring Charges for services
          provided by NVT under this Agreement are set forth in Exhibit
          A, which charges are subject to change as hereinafter provided.

     3.2  Monthly Recurring Charges, Usage Charges and other charges for
          services provided under this Agreement shall be payable as
          follows:

          3.2.1     All monthly Recurring Charges for services provided
                    under this Agreement will be billed in advance of
                    usage and shall be paid by CUSTOMER to NVT, without
                    demand or setoff, within 5 days after the date of the
                    NVT invoice.

          3.2.2     All Usage Charges, if applicable, for services
                    provided under this Agreement will be billed 7 days
                    post usage and shall be paid by CUSTOMER to NVT,
                    without demand or setoff, within 3 days after the
                    date of the NVT invoice.

     3.3  Any amount not received by NVT on the due date specified above
          will be deemed past due.  Any past due amounts are subject to a
          late charge in the amount of one and one-half percent (1.5%)
          per month compounded monthly, or the maximum rate allowed by
          law, whichever is less, from the due date until payment is
          received by NVT.

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     3.4  In case the CUSTOMER disputes any billing of NVT, CUSTOMER must
          pay the full amount within the time frames set forth in
          sections 3.2.1 and 3.2.2.  A description of the disputed
          billing must be delivered to NVT in writing within 10 days of
          the invoice, and NVT will set aside the disputed amount in a
          separate account for up to 30 days while the Parties attempt to
          resolve the dispute.

     3.5  NVT reserves the right to increase the Usage Charges, Monthly
          Recurring Charges and service charges hereunder upon at least
          thirty (30) days prior notice to CUSTOMER for domestic service,
          and five (5) days prior notice for international service,
          provided CUSTOMER may elect to terminate this Agreement without
          penalty in the event of any such increase.  In order to
          exercise such election to terminate, CUSTOMER must give NVT
          written notice of such election within (15) days after the date
          of the notice of increase from NVT.

     3.6  Customer shall make a Deposit or an Advance Payment or both to
          be held as a guarantee for the payment of charges.  The Deposit
          or Advance Payment shall not exceed an amount equal to one
          month's estimated usage.  A Deposit does not relieve the
          Customer of the responsibility for the prompt payment of bills
          on presentation.

          In the event of cancellation, the Deposit will be applied
          toward the Customer's final bill and any remainder will be
          returned to the Customer within 90 days after the service has
          been disconnected.

4.   TAX EXEMPTION CERTIFICATE.  Should CUSTOMER claim an exemption from
     any sales, use, or other tax, the CUSTOMER shall provide such
     exemption information to NVT.  It will be the responsibility of
     CUSTOMER to make sure that its proof of exempt status remains
     current.  In no event shall NVT be liable for any taxes due by
     CUSTOMER and CUSTOMER hereby indemnifies NVT against any such claims
     for taxes by any tax in authority or party acting on behalf of such
     taxing authority.

5.   LIMITATION OF LIABILITY.  NVT'S LIABILITY HEREUNDER IS LIMITED TO
     DIRECT DAMAGES ONLY.  NVT WILL NOT BE RESPONSIBLE FOR CONSEQUENTIAL,
     INCIDENTAL, SPECIAL OR INDIRECT LOSS OR DAMAGE OF ANY KIND.  NVT
     SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, COST OR EXPENSE
     ARISING FROM THE DELAY OF ANY TELEPHONE OPERATING COMPANY, LOCAL
     EXCHANGE CARRIER, OR ANY OTHER THIRD PARTY, ABSENT GROSS NEGLIGENCE
     OR WILLFUL MISCONDUCT ON THE PART OF NVT.

6.   INDEMNIFICATION.  CUSTOMER hereby indemnifies and holds harmless
     NVT, its affiliates, their respective officers, directors,
     shareholders, employees, agents, successors and assigns, and each of
     them, from and against any and all damages, losses, claims,
     liabilities, demands, charges, suits, penalties, costs of expenses,
     whether accrued, absolute, contingent or otherwise, including but
     not limited to court costs and attorney's fees, which any of the
     foregoing may incur or to which any of the foregoing may be
     subjected, arising out of or otherwise based upon any of the following:

     6.1  Any breach of default by CUSTOMER under any of the provisions
          of this Agreement or of any other agreement or instrument to
          which NVT or an affiliate is a party or which is in favor of
          NVT or an affiliate of NVT;

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     6.2  Claims of any third person or entity for libel, slander,
          infringement or copyright, or unauthorized use of trademark,
          trade names, or service mark arising out of material, data,
          information, or other content transmitted by CUSTOMER over
          NVT's networks; or

     6.3  Any act or omission of CUSTOMER or its agents, servants,
          employees, contractors, or representatives.

     For purposes of this Agreement, an "affiliate" of NVT includes any
     person or entity controlling, controlled by or under common control
     with NVT.

7.   SUSPENSION OF SERVICE; TERMINATION OF AGREEMENT.  In the event
     CUSTOMER:

     a.   Breaches any provision of this Agreement including but not
          limited to the provisions regarding payment; or

     b.   Files or initiates proceedings or has proceedings filed or
          initiated against it, relating to its liquidation, insolvency,
          reorganization or relief (such as the appointment of a trustee,
          receiver, liquidator, custodian or other official) under any
          bankruptcy, insolvency or other similar law or makes an
          assignment for the benefit of its creditors or enters into an
          agreement for the composition, extension or readjustment of its
          obligations in connection with the foregoing;

     Then NVT may, upon notice to CUSTOMER, at the NVT's option and in
     addition to such other rights or remedies as it may have under this
     Agreement, at law or in equity, without incurring any liability; (i)
     suspend service to CUSTOMER until such time that such circumstance
     is corrected (provided NVT shall not be prohibited from terminating
     this Agreement after suspending service; (ii) declare all charges
     that have been billed to CUSTOMER by NVT to be immediately due and
     payable, whereupon all such amounts shall become immediately due and
     payable; or (iii) terminate this Agreement.

8.   CROSS DEFAULT/CROSS TERMINATION.  NVT, at its option, may also
     terminate services provided to CUSTOMER under this Agreement upon at
     least (30) days notice to CUSTOMER, in addition to such other rights
     or remedies as NVT may have under any agreement, at law or in
     equity, in the event CUSTOMER or any affiliate of CUSTOMER breaches
     any provision of any other agreement or instrument with or in favor
     of NVT or any affiliate of NVT.

9.   FORCE MAJEURE.  Notwithstanding anything to the contrary herein, NVT
     shall not be liable to CUSTOMER or any other person or entity for
     damages, or deemed to be in breach of this Agreement, due to causes
     outside of NVT's reasonable control, including, without limitation,
     acts of God, fire, explosion, vandalism, storm or other natural
     occurrences; any law, order, regulation, direction, action or
     request of the united States government or of any government
     (including without limitation, state and local governments having
     jurisdiction over any of the parties) or of any department, agency,
     commission, court, bureau, corporation or other instrumentality of
     an one or more of such governments, or of any civil or military
     authority; national emergencies; insurrection; riots; wars; strikes,
     lockouts, work stoppage or other such labor difficulties; or any act
     or omission of any other person or entity.

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10.  ASSIGNMENT.  This Agreement shall be binding upon and inure to the
     benefit of the parties hereto and their respective successors and
     permitted assigns.  CUSTOMER may not assign, delegate, or transfer
     any of its rights or obligations hereunder without the prior written
     consent of NVT.  For purposes hereof, the following also constitutes
     an assignment: (a) any merger, consolidation or reorganization to
     which CUSTOMER is a party, (b) the sale or transfer of all or
     substantially all the assets of CUSTOMER, or (c) the sale, issuance
     or transfer of any voting securities of CUSTOMER which results in a
     change in control of CUSTOMER.

11.  WAIVER.  The delay or failure of NVT to enforce or insist upon
     compliance with any of the terms or conditions of this Agreement or
     to exercise any remedy provided herein, the waiver of any term or
     condition of this Agreement or the granting of an extension of time
     for performance shall not constitute the permanent waiver of any
     term, condition or remedy of or under this Agreement, and this
     Agreement and each of its provision shall remain at all times in
     full force and effect unless and until modified as provided herein.

12.  NOTICES.  All notices required by this Agreement shall be assumed to
     have been delivered when sent in a sealed envelope, postage prepaid
     and sent either express or overnight delivery or registered or
     certified mail, return receipt requested and addressed to each party
     as follows:

     If to NVT:          NetVoice Technologies, Inc.
                         13747 Montfort Dr., Ste. 250
                         Dallas, Texas 75240
                         Attention: Jeff Rothell

     If to CUSTOMER:     Supernet
                         232 Broadway
                         Brooklyn, NY 11211
                         ATT: Moses Greenfield

13.  SEVERABILITY. If any term, covenant, or condition of this Agreement
     or the application thereof to any person or circumstance shall be
     determined to any extent to be invalid or unenforceable, the
     remainder of this Agreement, or the application of such term,
     covenant, or condition to persons or circumstances other than those
     as to which it is held invalid or unenforceable, shall not be
     affected by such determination.

14.  SURVIVAL. The covenants and agreements of CUSTOMER contained in this
     Agreement with respect to payment of amounts due and indemnification
     shall survive any termination of this Agreement.

15.  HEADINGS.  Headings contained herein are provided for convenience
     and reference only and do not affect or limit the interpretation,
     contents or terms of this Agreement.

16.  GOVERNING LAW AND CONSENT TO JURISDICTION.  THIS AGREEMENT SHALL BE
     CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE VALIDITY AND
     PERFORMANCE HEREOF SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE
     STATE OF TEXAS AND CUSTOMER HEREBY CONSENTS TO THE JURISDICTION OF
     THE COURTS OF SAID STATE WITH RESPECT TO ANY DISPUTE,

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     CONTROVERSY OR OTHER MATTER RELATING TO OR ARISING OUT OF THIS AGREEMENT.

17.  EXECUTION.  This Agreement may be executed in counterparts and each
     of such counterparts shall, for all purposes, be deemed to be an
     original but all together only one Agreement.

18.  THIRD PARTIES. Nothing contained in this Agreement or in any
     instrument or document executed by any party in connection with the
     transactions contemplated hereby shall create any rights in, or be
     deemed to have been executed for the benefit of, any person or
     entity that is not a party hereto or a successor or permitted assign
     of a party hereto.

19.  REGULATORY CHANGES.  In the event of any regulatory, judicial, or
     legislative body having jurisdiction over the way in which services
     referenced herein are provided, materially changes the scope, terms,
     or operating conditions of this Agreement, NVT may terminate this
     agreement in its sole discretion without penalty.

20.  ADDITIONAL PROVISIONS.

     A.   Nothing herein shall be construed as conveying any interest in
          any property of NVT, and CUSTOMER shall not represent that such
          conveyance has occurred.

     B.   The provision of service by NVT is subject to the condition
          that the service will not be used for any unlawful purpose.

21.  ENTIRE AGREEMENT.  This Agreement, including its Exhibits,
     constitutes the entire agreement between the parties with respect to
     the subject matter hereof and supersedes all prior or
     contemporaneous agreements, whether written or oral, between NVT and
     CUSTOMER.  No waiver, alteration or modification or any of the
     provisions of this Agreement shall be binding unless in writing and
     signed by a duly authorized representative of the parties; provided,
     however, that only written notice to CUSTOMER is required to
     increase service rates in accordance with Section 3.6.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year above written as the effective date.

NetVoice Technologies, Inc.        CUSTOMER


By: /s/ JEFF ROTHELL               By: /s/ MOSES GREENFIELD
   ---------------------------        ------------------------------
    Jeff Rothell
                                   Name: Moses Greenfield
                                        ----------------------------
                                            (Print Name)

Title: President                   Title: V.Pres
                                         ---------------------------

Date: 11-1-99                      Date: 10-26-99
     -------------------------          ----------------------------

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                                EXHIBIT A
                                ---------

                       NETVOICE TECHNOLOGIES, INC.
                       ---------------------------

                           TERMINATION SERVICE

NVT will terminate telecommunications received from Customer by means of
a DS1(T-1) interconnection at one of NVT's points of presence.  Calls may
be terminated locally, i.e., to the NPA/NXX numbers associated with that
point of presence ("Local Termination"), or may be carried by NVT to and
terminated in other cities in which NVT has a point of presence ("on-net
cities"), i.e., to the NPA/NXX for NVT's other on-net cities ("IP Long
Haul").  NVT's on-net cities and the NPA/NXX associated with them are
listed on Exhibit B.  The following charges will apply:

Long Haul Transport, Local Termination, Local Origination
---------------------------------------------------------

Option A: Fixed Rate Service
          ------------------

                              1 Year              2 Year
                              --------------------------
     1 - 4     T-1            $5500 ____          $5300 ____
     5 - 9      "             $5300 ____          $5100 ____
     10 - 28    "             $5100 ____          $4900 ____
     29+        "             $4900 ____          $4700 ____

(2) @ $5000 to start /s/ FPR MG

(Please initial appropriate fixed quantity/rate) (Quantity chosen must be
activated within 60 days of initial circuit acceptance)

Option B: Rate per minute (Requires DS3 volume-minimum 4M minutes per month
          -----------------------------------------------------------------

     Origination Service      $.017 per minute  Per minute plan accepted:

     Termination Service      $.015 per minute      (60 day ramp to reach
                                                              4M minutes)

1P Long Haul and Virtual Termination Prices are FOB NVT POP. INCLUDES
LONG HAUL AND TERMINATION of calls within local calling area of
terminating on-net city (cities).
                    Local termination is FOB NVT POP.

NetVoice Technologies, Inc.             CUSTOMER

By: /s/ JEFF ROTHELL                    By: /s/ MOSES GREENFIELD
   --------------------------              ---------------------------
     Jeff Rothell                       Name: Moses Greenfield
                                             -------------------------

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                                EXHIBIT B
                               ----------


                       NETVOICE TECHNOLOGIES, INC.
                       ---------------------------

                           TERMINATION SERVICE

                       NPA/NXX LISTINGS AVAILABLE
                       --------------------------

                    Dallas                   Ft. Worth

                    Houston                  Austin

                    San Antonio              El Paso

                    Oklahoma City            Tulsa

                    Atlanta                  New Orleans

                    Denver                   Kansas City

                    Orlando                  Tampa

                    Miami/Ft. Lauderdale     Jacksonville

                    Little Rock              Albuquerque

                    Portland                 Phoenix

                    Chicago (11/99)          New York (11/99)

                    Los Angeles (12/99)

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