EXHIBIT 10.19


                           SOFTWARE LICENSE AGREEMENT




                                     BETWEEN




                                  VIATEL, INC.




                                       AND




                            LUCENT TECHNOLOGIES INC.








                            CONTRACT # GCMVIA98-10-22


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                           SOFTWARE LICENSE AGREEMENT



         This  Agreement is made the 22nd day of October,  1998 (the  "Effective
Date") between Lucent  Technologies  Inc., a corporation  organized and existing
under the laws of the State of Delaware,  and having its corporate  headquarters
at 600 Mountain Avenue,  Murray Hill, New Jersey 07974 (hereinafter  referred to
as "Lucent") and Viatel,  Inc., a corporation  organized and existing  under the
laws of Delaware and having its principal office at 800 Third Avenue,  New York,
New York  10022  (hereinafter  referred  to as  "Licensee").  Each of Lucent and
Licensee  may be referred  to in this  Agreement  individually  as a "Party" and
collectively as the "Parties."


1.       HEADINGS & DEFINITIONS

All headings used in this  Agreement are inserted for  convenience  only and are
not intended to affect the meaning or interpretation of this Agreement.  For the
purpose of this Agreement, the following definitions will apply:

         "Acceptance  Test"  means  those  tests  performed  by  Licensee  after
         Lucent's  installation  of  Licensed  Materials  as  described  in  the
         Statement of Work.

         "Advertising" means all advertising,  sales promotion,  press releases,
         and  other  publicity   matters  relating  to  performance  under  this
         Agreement.

         "Affiliate"  of a  corporation  means it  Subsidiaries,  any company of
         which it is a Subsidiary,  and other Subsidiaries of such company.  For
         purposes  of this  Agreement,  the  meaning  of  "Affiliate"  shall not
         include  any  company  or  subsidiary   which  is  a  manufacturer   of
         telecommunications products in direct competition with Lucent.

         "Agreement" means this Agreement  concluded between Lucent and Licensee
         named herein  incorporating  these conditions,  including any amendment
         changes authorized by the parties.

         "Attachment" means any document appended to this Agreement and referred
         to as an  Attachment  which further  describes the agreement  concluded
         between Lucent and Licensee named herein.

         "Change of  Control"  means,  with  respect  to a Party  either (1) the
         consolidation  or  merger of the  Party  with or into any other  entity
         where such Party is not the surviving entity; (2) the sale, transfer or
         other disposition of all or substantially all of the Party's assets; or
         (3) the  acquisition  by any  entity,  or group of  entities  acting in
         concert,  of  beneficial  ownership of more than fifty percent (50%) of
         the Party's outstanding voting securities.

         "Change  Order" means the written order between  Lucent and Licensee to
         execute a change in the tasks, activities or responsibilities from that
         which was previously agreed to by the Parties.

         "Completion  Notice" means the written document  delivered by Lucent to
         Licensee confirming the completion of tasks or activities referenced in
         the Notice according to the terms of the Agreement.

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         "Days" or "days" means, unless otherwise stated, calendar days.

         "Defect" means an error condition that causes the Licensed Materials to
         fail to operate in compliance with the Specifications.

         "Designated  Processor" means the central  processing unit or units for
         which a license to use  Licensed  Materials  are  initially  granted as
         described in the Statement of Work.

         "Dollars" means U.S. dollars.

         [TERM AND DEFINITION REDACTED]

         "Enhancement" means any modification to the Licensed Materials that are
         directly  related  to  maintaining  interoperability  with  the  Nortel
         Switches.  Enhancements  does not include new generic releases or other
         new features or functionality.

         "Firmware"  means  a  combination  of (1)  Hardware  and  (2)  Software
         represented  by a  pattern  of bits contained in such Hardware.

         "Hazardous   Materials"  means  material  designated  as  a  "hazardous
         chemical  substance  or  mixture"  pursuant  to  Section 6 of the Toxic
         Substance Control Act; a "hazardous  material" defined in the Hazardous
         Materials  Transportation  Act (49 U.S.C.  1801,  et seq.);  "hazardous
         substance" as defined in the Occupational  Safety and Health Act Hazard
         Communication Standard (29 CFR 1910.1200).

         "Information"  means  all  documentation  and  technical  and  business
         information in whatever form recorded, which a Party may furnish under,
         or has furnished in contemplation of, this Agreement.


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         [TERM AND DEFINITION REDACTED]

         "Licensed  Materials"  means the Software  (including  Enhancements and
         Updates) and Related  Documentation  for which  licenses are granted by
         Lucent under this Agreement and identified in the Statement of Work.
         No Source Code versions of Software are included in Licensed Materials.

         "Nortel  Switches"  means the  Software  contained  in the specific DMS
         I00E,  DMS 250, DMS 300 and DMS GSP switches  manufactured  by Northern
         Telecom Ltd. and identified in the Statement of Work with such features
         and functionalities and configurations in existence as of the Effective
         Date and included in the Statement of Work.

         "Related   Documentation"   means  materials  useful  or  necessary  in
         connection  with use of Software  Products such as, but not limited to,
         flowcharts,  logic  diagrams and  listings,  program  descriptions  and
         Specifications; no Source Code is included in Related Documentation.

         "Services"  means the  services  performed  for  Licensee as more fully
         described  in this  Agreement,  including,  but  not  limited  to,  (1)
         engineering services, (2) installation services, and (3) other services
         such as maintenance, support and training provided hereunder and in the
         Statement of Work.  However,  Services  does not include  post-warranty
         maintenance and support.

         "Software"  means a  computer  program  consisting  of a set of logical
         instructions and tables of information which guide the functioning of a
         processor;  such  program may be  contained  in any medium  whatsoever,
         including  Hardware  containing  a pattern  of bits  representing  such
         program, but the term "Software" does not mean or include such medium.

         "Software  Products"  means,  collectively,  Licensed  Materials, Third
         Party Products and Services.

         "Specifications"    means   Lucent's   or   its   vendor's    technical
         specifications for particular Software Products furnished hereunder, as
         more fully described in the Statement of Work included as Appendix B.

         "Statement  of Work" means the  Statement  of Work  attached  hereto as
         Appendix  B, as the same may be  amended  from time to time by  written
         agreement between Lucent and Licensee.


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<PAGE>


         "Source Code" means any version of Software incorporating high-level or
         assembly  language or human  readable  material  that  generally is not
         directly executable by a processor.

         "Subsidiary"  of a company  means a  corporation  the majority of whose
         shares or other  securities  entitled to vote for election of directors
         is now or hereafter owned or controlled by such company either directly
         or indirectly;  but such corporation shall be deemed to be a Subsidiary
         of such company only as long as such ownership or control exists.

         "T+52  Delivery"  means the delivery and  installation  of all Licensed
         Materials  by Lucent as  described  in the  Statement of Work such that
         Licensee may begin  carrying out the  relevant  Acceptance  Tests on or
         before the date representing "T+52." [REDACTED]


         "Third Party  Product"  means  Software not  developed by Lucent and/or
         hardware not manufactured by Lucent.

         "Update" means a modification to the Licensed  Materials that rectifies
         or provides "fixes" to a Defect.

         "Use" with  respect to Licensed  Materials  means  loading the Licensed
         Materials,  or any portion  thereof,  into a processor for execution of
         the instructions and tables contained in such Licensed Materials or any
         other use of the Licensed Materials in accordance with this Agreement.
         "Warranty Period" means a period of time equal to the following:

                                   [REDACTED]


2      TERM OF AGREEMENT

This Agreement shall be effective on the date first written above and, except as
otherwise  provided  herein,  shall  continue  in effect  unless  terminated  in
accordance  with  the  provisions  herein.  The  modification,   termination  or
expiration  of this  Agreement  shall not affect the  rights or  obligations  of
either Party under any order accepted by Lucent before the effective date of the
modification, termination or expiration.


3.       SCOPE OF AGREEMENT

         3.1       SCOPE

         This  Agreement  shall apply to Lucent's  provision  to Licensee of the
         Software  Products set forth on Appendix A - "List of Deliverable Items
         and  Prices." The Software  Products  will be provided  pursuant to the


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         Statement  of Work  attached  hereto as Appendix B. In the event of any
         amibiguity  or conflict  between this  Agreement  and the  Statement of
         Work, the terms of this Agreement will control.

         3.2     CHANGE IN SCOPE OR SCHEDULE

         Either Party may request  changes in the work within the general  scope
         of the Agreement consisting of additions, deletions, or other revisions
         with the Agreement Prices and Schedule being adjusted accordingly.  The
         receiving  Party  will  respond   promptly  to  the  requested   change
         identifying  these  impacts on schedules  and  pricing.  If the Parties
         agree to the change, it will be authorized by a Change Order, signed by
         the Parties and performed in accordance with the applicable  conditions
         of this Agreement.



4.       LICENSEE'S COMMITMENT

Licensee  through  the  execution  of this  Agreement  agrees to license  and/or
purchase  [REDACTED] of  the Software  Products as described  in  Appendix A and
the Statement of Work (the "1998  Commitment").  The Software Products described
in the Statement of Work will be delivered/performed on basis of purchase orders
as may be  agreed  to by the  parties.  Such  purchase  orders  are for  project
management  purposes  only  and do not affect Licensee's  commitment to license 
and/or purchase the Software Products as described in the Statement of Work.

For a period  [REDACTED]  following  the  Effective  Date,  until  Licensee  has
purchased or licensed Software Products manufactured by Lucent's  Communications
Software  Group  or  its  successor   business  unit  or  stand-alone   software
manufactured by Lucent ("CS Software Products") with a purchase or license price
not less than  [REDACTED],  Lucent will be considered by Licensee as a preferred
supplier  of  Software   Products  similar  to  products   manufactured  by  the
Communications Software Product Group of Lucent or successor thereof. The status
of  preferred  supplier  means  that  Lucent  will  have and  will be given  the
opportunity to bid on any project of Licensee  containing  products and services
substantially  similar in quality and  functionality to CS Software Products and
Licensee shall award the project or portion thereof -if applicable- to Lucent if
the Lucent offered price for that project or the relevant portion thereof is not
more than [REDACTED] than the lowest price  offered by an  alternative  supplier
for a substantially similar solution or substantially comparable portion.

In the event Lucent, pursuant to the foregoing,  will not be awarded the project
or corresponding portion of it, then Licensee will arrange a meeting between one
or more Executive Officers of Licensee and one or more Executive Officers of the
Communications  Software  Product  Group in  order to  consult  how  Lucent  may
increase its success-rate in being awarded orders.


5.     PRICING SCHEDULE

Prices, fees, and charges for the Software Products  (hereinafter  "Prices") are
set forth in Appendix A.

Unless expressly stated in writing, Lucent's prices are exclusive of charges for
transportation  and other  related  services  and any sales or other tax or duty
which Lucent may be required to collect or pay upon the ordered transaction.


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6.       PURCHASE ORDERS

All purchase orders  submitted by Licensee shall be deemed to incorporate and be
subject to the terms and conditions of this Agreement,  unless  otherwise agreed
in  writing  by the  Parties.  No  provision  or data on any  purchase  order or
contained in any documents attached to or referenced in any purchase order shall
be binding to the extent that it is in addition to or contradicts  the terms and
conditions  contained  herein  or  the  provisions  of  the  Statement  of  Work
(including  amendments  thereto).  All other such data and  provisions  shall be
deemed  deleted  and are  hereby  rejected  except to the  extent  such data and
provisions are incorporated in an executed Change Order.  Additional  provisions
applicable  to the ordering of specific  items may be found in the other clauses
or Attachments of this Agreement.

All purchase  orders shall  contain the  information  reasonably  necessary  for
Lucent to fulfill the order.  Lucent  promptly will notify Licensee if Lucent is
unable to FULFILL a purchase order as submitted.

The Parties  recognize  that from time to time  Licensee  may desire that Lucent
provide  Services  promptly and without adhering to the ordering process set out
by the above paragraphs,  for example,  in the case of a telephonic  request for
emergency  support.  Licensee shall promptly establish a "running order" against
which invoices for Services performed in response to such requests can be billed
at a  reasonable  cost to be  approved  by  Licensee  (such  approval  not to be
unreasonably withheld or delayed) and will be paid for by Licensee.

While it is Lucent's  objective to provide  Licensee with an  acknowledgment  of
each order  received,  it is Licensee's  responsibility  to advise Lucent of any
missing or late  notifications  to insure  that the order has not been lost.  No
order is to be  considered  "accepted"  by Lucent  unless its  receipt  has been
acknowledged (such  acknowledgement not to be unreasonably withheld or delayed),
however,  orders for  Services  to be billed  against a running  order  shall be
deemed accepted by Lucent if Lucent commences performance thereof.


7.      DELIVERY

Lucent will make arrangements for the delivery of Licensed  Materials ordered by
Licensee  according to the Specifications and intervals included in Appendix B -
Statement  of Work.  Licensee  will  specify  the  location  for the order to be
delivered. Delivery will be made according to the standard procedures of Lucent,
unless otherwise requested by Licensee and agreed to by Lucent in writing.


         7.1     SPECIAL PACKING AND/OR MARKING

         Lucent's  prices include  packing and marking  containers in accordance
         with Lucent's standard  practices for shipment.  When, in order to meet
         Licensee's  written request,  Lucent packs a product and/or is required
         to  mark  shipping  cartons  in  accordance  with  Licensee's   written
         specifications,  such shall be done by Lucent for an additional  charge
         which shall be invoiced to and paid by Licensee in accordance  with the
         terms and conditions of this Agreement; provided that such charges have
         been agreed upon by the Parties in writing.

         Lucent shall:

         (a)      Render the commercial invoice;
         (b)      Send full set of bill of lading, marked as to who to notify;
         (c)      Render certificate of Origin or Quality;


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         (d)      Enclose Packing List;
         (e)      Mark  containers  in  accordance  with   characteristics   and
                  requirements of each container,  in English,  with appropriate
                  illustrative marks universal in international trade;
         (f)      Mark each  container  with  carton  number,  contract  number,
                  destination,  weights and cubes.  International shipments will
                  also be marked with the freight-forward  location and the port
                  of destination.


         7.2     PASSING OF RISK AND TITLE

         Title to  Licensed  Materials  shall  not pass to  Licensee,  but shall
         remain  with  Lucent  or its  suppliers,  as the case may be.  Title to
         hardware will pass upon delivery to Licensee's  facility.  Risk of loss
         or damage to Licensed  Materials,  including any media  containing  the
         Licensed  Materials,  or other items  furnished to Licensee  under this
         Agreement  shall  pass to  Licensee  upon  delivery  of  said  Licensed
         Materials or items to an authorized  shipping agent or upon  completion
         of transmission if electronically delivered.

         Nothing herein shall, during the period a Party has the risk of loss or
         damage to an item,  relieve the other Party of responsibility  for loss
         or  damage to the item  resulting  from the acts or  omissions  of such
         other Party, its employees or agents.


8.     ACCEPTANCE

After Lucent's  installation of the Licensed  Materials,  or any part thereof as
set forth in Appendix B, Lucent will deliver a Completion Notice to Licensee and
Licensee will carry out  Acceptance  Tests in  accordance  with the Statement of
Work,  testing the  compliance of the Licensed  Materials  with the Statement of
Work  (Appendix  B).  Licensee  will  start the  Acceptance  Tests no later than
[REDACTED]  days after  Lucent's  installation  of the  Licensed  Materials  and
receipt of the Completion Notice and complete the Acceptance Tests no later than
[REDACTED]  days after  Lucent's  installation  of the  Licensed  Materials  and
receipt of the Completion Notice by Licensee.

Licensed  Materials  will be considered  fully accepted  unless Lucent  receives
written   notification  to  the  contrary   documenting  the  specific  material
non-compliance   with  the  Specifications   within  [REDACTED]  after  Lucent's
installation of such Licensed Materials and Licensee's receipt of the Completion
Notice. Lucent will promptly correct any material non-compliance for which it is
responsible  and deliver the modified  Licensed  Material.  Licensee  shall have
[REDACTED] days from the date of installation of the modified Licensed Materials
and Licensee's receipt of the Completion Notice to inspect,  test, evaluate said
modified Licensed Materials to determine whether the modified Licensed Materials
are materially  compliant with the  Specifications.  Modified Licensed Materials
will be considered fully accepted unless Lucent receives written notification to
the  contrary   documenting  the  specific  material   non-compliance  with  the
Specifications  within  [REDACTED]  days  after  Lucent's  installation  of such
modified  Licensed  Materials and Licensee's  receipt of the Completion  Notice.
This process  shall be repeated  until the  Licensed  Materials  are  considered
accepted per this section.

Notwithstanding  anything in this  Agreement to the contrary,  Licensee's Use of
any part of the Licensed  Materials for any purpose  other than testing,  or any
other Use  conducted at Lucent's  direction or under  Lucent's  supervision,  as
provided  for above or  training,  whether or not  revenue is  generated,  shall
constitute Acceptance for all relevant purposes of this Agreement, including but
not limited to, commencement of the applicable warranty period.


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The costs and expenses of the  Acceptance Tests will be borne by Licensee.  Upon
request of Licensee,  Lucent will provide  reasonable support to Licensee during
the Acceptance Tests.


8A.      [REDACTED]
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          [REDACTED]
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9.    INVOICES AND TERMS OF PAYMENT

Lucent will forward invoices in Lucent's  standard format or as otherwise agreed
in writing by the Parties to Licensee upon shipment of the Licensed Materials or
portion  thereof.  Lucent will forward  invoices for Services upon completion of
the Services or portion  thereof  described in the invoice or as soon thereafter
as  practicable.  Licensee will pay said invoices as set out below.  If Licensee
requires  special  information on the invoice or that it be in a special format,
then Licensee shall pay Lucent for additional  charges associated with complying
with Licensee's special needs provided that the charges have been agreed upon by
the Parties in writing.

Licensee  shall pay each invoice for Licensed  Materials or Third Party Products
within  [REDACTED]  days from the date of the invoice.  Licensee  shall pay each
invoice for Services  within the later of (i)  [REDACTED]  days from the date of
the  invoice  or  (ii)  [REDACTED]  business  days  from  acceptance  or  deemed
acceptance by Licensee of that portion of the work or the Licensed  Materials to
which the Services  relate.  Such invoice shall not be subject to withholding or
reduction  for any  reason,  except as  provided  for in this  clause.  All bank
charges,  taxes,  levies  and other  costs  which  may be due or  become  due on
transfers of payments shall be for the account of Licensee.

If Licensee disputes any item contained on the invoice,  then Licensee shall pay
all undisputed  amounts to Lucent and notify Lucent of the disputed items within
the [REDACTED]  days of receipt of the invoice.  Upon resolution of the disputed
amount, which shall occur within [REDACTED] days, Licensee shall pay in full all
amounts due to Lucent.  If  Licensee  is unable to document a claim  against the
invoiced item, the original  invoice date plus [REDACTED] days will be the basis
for calculating late payment penalties set forth below.  Delinquent payments and
disputed payments where the dispute is resolved in favor of Lucent,  are subject
to a late  payment  charge  equal to the  lesser of (i)  [REDACTED]  or (ii) the
maximum amount allowed by law.

If an undisputed  invoice  remains unpaid for  [REDACTED]  days after payment is
due,  Licensee shall be in default of its obligations  under the Agreement,  and
Lucent may terminate this Agreement;  PROVIDED,  HOWEVER,  that Lucent will have
provided  [REDACTED]  Days prior written  notice to Licensee,  and Licensee will
have failed to pay all monies due,  including late payment charges by the end of
such  [REDACTED]  Day  period.  If Lucent  elects to  terminate  this  Agreement
pursuant to this paragraph, Lucent may, without prejudice to any other rights or
remedies of Lucent in this  Agreement  or at law or in equity  suspend all work,
and Licensee  shall  return to Lucent (or destroy in  accordance  with  Lucent's
written  instructions)  such  portion  of  Lucent's  products  and all copies of
Licensed  Materials  at all Licensee  locations  for which  payment  (including,
without limitation, license fees) has not been received. Licensee shall bear the
expense  of removal of  Lucent's  products  and  Licensed  Materials.  All costs
associated  with restoring  Licensee's  premises to  pre-installation  condition
shall be the sole responsibility of Licensee.  Licensee shall pay all documented
damages,  costs and expenses  (including,  without limitation,  reasonable legal
fees) incurred by Lucent in termination of this Agreement.


10.    TAXES & LEVIES

Licensee shall be liable for and shall reimburse  Lucent for all taxes,  duties,
levies and related  charges  (including  any  interest and  penalties),  however
designated (excluding taxes on Lucent's net income) imposed upon or arising from
the provision of Services,  or the transfer,  sale,  license, or use of Licensed
Materials  or other items  provided  by Lucent.  Taxes  reimbursable  under this
clause shall be separately listed on the invoice.


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Lucent shall not collect the otherwise  applicable tax if Licensee's purchase is
exempt  from  Lucent's  collection  of  such  tax  and  a  valid  tax  exemption
certificate is furnished by Licensee to Lucent.

Lucent  reserves  the right to claim  United  States  or  foreign  customs  duty
drawback  on all  sales  pursuant  to this  Agreement.  The  Parties  agrees  to
cooperate  with each other in this  regard in all  reasonable  ways,  including,
without   limitation,   providing  proof  of  exportation,   advance  notice  of
exportation, certificates,  endorsements, or any other documentation or proof as
may be necessary for Lucent or its Affiliates to receive payment of the drawback
claims and, if required by the United States Customs  Service or similar entity,
by making the  Licensed  Materials  available  for  examination  by such Customs
Service or entity.


11.    EXPORT CONTROL

The Parties  acknowledge that any License Materials and Information  (including,
but not limited to, Services and training)  provided under this Agreement may be
subject to U.S.  export  laws and  regulations,  and any use or transfer of such
Licensed  Materials and Information must be authorized under those  regulations.
Licensee  agrees not to use,  distribute,  transfer,  or transmit  the  Licensed
Materials or Information (even if incorporated into other products) in violation
of U.S. export  regulations.  If reasonably  requested by Lucent,  Licensee also
agrees to sign written assurances and other  export-related  documents as may be
required for Lucent to comply with U.S.
export regulations.


12.    APPLICABLE LICENSES

Upon delivery of Licensed Materials  pursuant to this Agreement,  and subject to
Licensee's  payment of the applicable  fees and  compliance  with the applicable
terms and conditions hereunder, Lucent grants to Licensee a perpetual, personal,
nontransferable,  and nonexclusive  license with use limitations to Use Licensed
Materials on the Designated Processors for its own business operations. Licensee
is  authorized  to Use  Licensed  Materials  within  a  capacity  limitation  to
interface with such network  elements at such capacity levels within  Licensee's
network as set forth in the  Statement  of Work.  Licensee  must pay  additional
license fees prior to exceeding the authorized  capacity  limitation.  Except as
provided  in the  following  paragraph,  no license is  granted to  Licensee  to
sublicense  such  Licensed  Materials  furnished by Lucent.  Licensee  shall not
reverse engineer,  decompile or disassemble Software furnished as object code to
generate  corresponding  Source  Code.  Unless  otherwise  agreed in  writing by
Lucent,  Licensee  shall not modify  Software  furnished  by  Lucent  under this
Agreement  except as provided in the Related  Documentation.  If the  Designated
Processor becomes temporarily inoperative,  Licensee shall have the right to Use
the Licensed  Materials  temporarily on a backup processor until operable status
is restored and processing on the backup processor is completed.


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Lucent  grants  to  Licensee  a  non-exclusive  and  non-transferable  right  to
sublicense  the Licensed  Materials  to a  wholly-owned  Subsidiary  on a single
Designated Processor; provided, however, as follows:

         (i)      Such  Subsidiary  is  bound  in  writing  by the  same  terms,
                  conditions and  restrictions  as contained in this  Agreement,
                  but shall have no right to grant future sublicenses.

         (ii)     Licensee shall remain fully liable for the  performance by the
                  Subsidiary of all terms of the sublicense.

         (iii)    Licensee  shall use best  efforts to enforce  Lucent's  rights
                  under such  sublicense  agreement and shall do such things and
                  provide  Lucent with such  assistance  as may be necessary for
                  Lucent to enforce such rights.


         12.1     TITLE, RESTRICTIONS AND CONFIDENTIALITY OF LICENSED MATERIALS

         All Licensed Materials  (whether or not part of Firmware)  furnished by
         Lucent,   and  all  copies   thereof   made  by   Licensee,   including
         translations,  compilations,  and partial copies are, and shall remain,
         the property of Lucent.  Except for any part of such Licensed Materials
         which is or  becomes  generally  known to the public  through  acts not
         attributable to Licensee,  Licensee shall hold such Licensed  Materials
         in confidence,  and shall not,  without Lucent's prior written consent,
         disclose,  provide,  or otherwise make available,  in whole or in part,
         any Licensed  Materials  to anyone,  except to its  employees  having a
         need-to-know in connection  with licensed Use.  Licensee shall not make
         any copies of any  Licensed  Materials  except as necessary to exercise
         the rights granted hereunder.  Licensee shall reproduce and include any
         Lucent copyright and proprietary notice on all such necessary copies of
         Licensed Materials.  Licensee shall also mark all media containing such
         copies  with  a  warning  that   Licensed   Materials  are  subject  to
         restrictions  contained in an agreement between Lucent and Licensee and
         that they are the property of Lucent.  Licensee shall maintain  records
         of the number and  location  of all copies of  Licensed  Materials.  If
         Licensee's  license is canceled  or  terminated,  or when the  Licensed
         Materials are no longer  needed by Licensee in  Licensee's  discretion,
         Licensee  shall return all copies of such Licensed  Materials to Lucent
         or follow written disposition instructions provided by Lucent.


         12.2 MODIFICATIONS TO USER CONTROLLED MODULES

         Licensee may add to,  delete from, or modify user  controlled  Software
         modules or menus as  contemplated  in the Related  Documentation.  Such
         changes or modifications,  however extensive, shall not affect Lucent's
         title to the Licensed  Materials.  Licensee  shall retain  ownership to
         intellectual property independently developed by Licensee. Lucent shall
         have no  liability  for  Licensee's  errors in making  such  changes or
         modifications.


         12.3 CHANGES IN LICENSED MATERIALS

         Prior to shipment,  Lucent at its option may, upon prior written notice
         to  Licensee  and with  Licensee's  prior  written  consent,  not to be
         unreasonably withheld or delayed, modify the Specifications relating to


                                       13
<PAGE>


         its Licensed  Materials,  provided the modifications,  under normal and
         proper Use, do not materially  adversely affect the Use,  function,  or
         performance of the ordered Licensed Materials.  Unless otherwise agreed
         in  writing,  such  substitution  shall not  result  in any  additional
         charges to  Licensee  with  respect to  licenses  for which  Lucent has
         quoted fees to Licensee.


         12.4 OPTIONAL SOFTWARE FEATURES

         Software provided to Licensee under this Agreement may contain optional
         features which are separately licensed and priced. Licensee agrees that
         such  optional  features  will not  knowingly  be activated by Licensee
         without  written  authorization  from Lucent and Licensee's  payment of
         appropriate  license fees. If such features are activated  knowingly by
         Licensee,  Licensee  agrees to so  notify  Lucent  promptly  and to pay
         Lucent the  license  fees for the  activated  features,  as well as the
         reasonable  cost of money for the  period in which such  features  were
         activated.  In the  event  that such  features  are  activated  without
         Licensee's  knowledge  in spite of  Licensee's  reasonable  efforts  to
         comply with this restriction,  Licensee agrees to cooperate with Lucent
         to  deactivate  such  features and prevent  future  activation  of such
         features.


         12.5 RELOCATION OF LICENSED MATERIALS

         Upon [REDACTED] days advance written notice, Licensee may move Software
         contained in the Licensed  Materials or optional  feature  packages for
         which  Licensee has the right to Use,  from a Designated  Processor and
         relocate them to another  Designated  Processor within the same company
         as  Licensee.  Unless  otherwise  agreed  by the  parties  in  writing,
         Licensee shall not be required to pay additional right-to-use fees as a
         result of such  relocation,  except  where size  sensitive  units are a
         factor or where use of the  Software  is for a different  purpose  than
         originally specified. Lucent may charge Licensee for Services requested
         by Licensee in support of such  relocation.  Licensee  shall remove all
         copies of the Software from any  processor  from which the Software has
         been  relocated.  To the extent that Lucent  otherwise  consents to the
         relocation  of a Designated  Processor  outside of the United States or
         the United  Kingdom,  Lucent and  Licensee  agree to  negotiate in good
         faith an amendment to the geographic territories covered by Section 15.
         The Parties acknowledge that such an amendment, if agreed, may increase
         costs to Licensee.


         12.6 CANCELLATION OF LICENSE

         Notwithstanding any other clause in this Agreement to the contrary,  if
         Licensee  materially  breaches any of the terms and  conditions of this
         Agreement with respect to the unauthorized  Use, transfer or sublicense
         of Licensed  Materials,  and such  failure  continues beyond [REDACTED]
         days after receipt of written notice thereof by Licensee,  Lucent, upon
         written  notice to  Licensee,  may, in  addition to any other  remedies
         hereunder,  cancel the license  granted  hereunder  for the  applicable
         portion of the Licensed  Materials  affected by the  unauthorized  Use,
         transfer  or  sublicense.  Cancellation  of license  shall not  relieve
         Licensee of its  obligation  to pay all the fees that have  accrued for
         Use of the Licensed Materials.


                                       14
<PAGE>


13.      WARRANTY

         13.1       [REDACTED]

         13.2     YEAR 2000 WARRANTY

         (a)      Lucent   represents   and  warrants  that  during  the  period
                  beginning  on the  warranty  start  date and for the  Warranty


                                       15
<PAGE>


                  Periods set forth in this  Agreement,  but in no event  ending
                  prior to December 31, 2001, the Licensed  Materials  delivered
                  by Lucent to Licensee under this Contract will:

                  (i)      record,  store,  present and process  calendar  dates
                           falling  on or  after  January  1,  2000 in the  same
                           manner  and  with  the  same  functionality  as  such
                           products record,  store, present and process calendar
                           dates   failing  on  or  before   December  31,  1999
                           (including,  without  limitation,  the recognition of
                           the Year 2000 as a leap year); and

                  (ii)     provide the same  functionality  with  respect to the
                           introduction of records  containing  dates falling on
                           or after January 1, 2000, as it provides with respect
                           to  the  introduction  of  records  containing  dates
                           falling on or before  December 31,  1999.  All of the
                           foregoing  functionality shall be known as "Year 2000
                           Capable."

         (b)      Year  2000  CapableLicensed  Materials  that are  intended  to
                  interoperate  as  described  in the  Statement of Work will be
                  compatible  and  interoperate  in such  manner  as to  process
                  between them, as  applicable,  date related data  correctly as
                  described in Section (a) above.

         (c)      The foregoing  sets forth an additional  warranty for Lucent's
                  products and Software.  The failure of the Licensed  Materials
                  to meet the foregoing  requirements during the warranty period
                  set forth in this  subsection  13.2  entitles  Licensee to the
                  remedies set forth elsewhere in this Section 13.

         (d)      Other  than as set forth in  Section  13.2(b),  nothing in the
                  foregoing  shall be deemed to make Lucent  responsible for the
                  Year   2000   capability   of   any   third   party   Software
                  interoperating  or  intending  to  operate  with the  Licensed
                  Materials.


         13.3     NO ADDITIONAL WARRANTIES

         THE  FOREGOING  WARRANTIES  ARE  EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
         EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES
         OF  MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE.  LICENSEE'S
         SOLE AND  EXCLUSIVE  REMEDY  SHALL BE  LUCENT'S  OBLIGATION  TO REPAIR,
         REPLACE,  CREDIT, OR REFUND AS SET FORTH ABOVE.  LICENSEE'S SOLE REMEDY
         FOR  INFRINGEMENT   SHALL  BE  THE  REMEDIES  SET  FORTH  IN  "PATENTS,
         TRADEMARKS & COPYRIGHTS" HEREIN.


         13.4 POST-WARRANTY SUPPORT

         Post-warranty  support  will be  provided on terms and  conditions  and
         subject to such fees as contained in a separate  maintenance  agreement
         attached hereto


14.     USE OF INFORMATION

All technical and business  information in whatever form which bears a legend or
notice  restricting  its use,  copying or  dissemination  or, if not in tangible


                                       16
<PAGE>


form,  is  described  as  being  proprietary  or  confidential  at the  time  of
disclosure and is subsequently  summarized in writing so marked and delivered to
the receiving Party within thirty (30) days of disclosure to the receiving Party
(all  hereinafter  designated  "Information")  shall  remain the property of the
furnishing  Party. All Software shall be deemed to be Information  regardless of
how labeled.  The furnishing  Party grants the receiving  Party the right to use
such Information only as follows:  Such Information (a) shall not be  reproduced
or copied, in whole or part, except for use as authorized in this Agreement; and
(b) shall,  together  with any full or partial  copies  thereof,  be returned or
destroyed when no longer needed. Licensee shall use such Information only (a) to
order, (b) to evaluate the Licensed Materials,  or other items, or Services,  or
(c) to install,  operate,  and maintain the particular  Licensed  Materials,  or
other items for which it was originally  furnished.  Unless the furnishing Party
consents in writing,  such  Information,  except for that part, if any, which is
known to the receiving Party to be free of any confidential obligation, or which
becomes  generally  known to the public  through  acts not  attributable  to the
receiving  Party,  shall  be held in  confidence  by the  receiving  Party.  The
receiving  Party  may  disclose  such  Information  to other  persons,  upon the
furnishing Party's prior written authorization,  but solely to enable such third
party to perform acts which this clause expressly authorizes the receiving Party
to perform  itself and further  provided  such other person agrees in writing (a
copy of which writing will be provided to the  furnishing  Party at its request)
to the same  conditions  respecting use of Information  contained in this clause
and to any other reasonable conditions requested by the furnishing Party.


15.     PATENTS, TRADEMARKS & COPYRIGHTS

In the event of any claim,  action,  proceeding or suit by a third party against
Licensee alleging an infringement of any United States or United Kingdom patent,
copyright,  or trademark,  or a violation in the United States or United Kingdom
of any trade secret or  proprietary  rights by reason of the use, in  accordance
with Lucent's or other applicable specifications,  any of the Licensed Materials
or other item furnished by Lucent to Licensee under this Agreement,  Lucent,  at
its expense,  will defend  Licensee,  subject to the  conditions  and exceptions
stated  below.  Lucent will  reimburse  Licensee  for any  losses,  liabilities,
claims,  actions,  cost, expense or attorney's fee, incurred at Lucent's written
request or  authorization,  and will  indemnify  Licensee  against any liability
assessed against  Licensee by final judgment on account of such  infringement or
violation arising out of such use.

If Licensee's use shall be enjoined or in Lucent's  reasonable opinion is likely
to be  enjoined,  Lucent  will,  at its expense  and at its  option,  either (a)
replace the affected  portion of the Licensed  Materials or other item furnished
pursuant to this Agreement with a suitable  substitute free of any  infringement
or  violation,  (b)  modify  it so that it will be free of the  infringement  or
violation,  or (c) procure  for  Licensee a license or other right to use it. If
none of the foregoing  options is  practical,  Lucent will give Licensee as much
notice  as  possible  and then  remove  the  enjoined  portion  of the  Licensed
Materials  or other  item,  or in the event  that  removal  of a portion  is not
commercially reasonable, such greater portion of the Licensed Materials or items
that is  commercially  reasonable,  and refund to Licensee a PRO RATA portion of
the license right to use fees paid to Lucent under this  Agreement  equal to the
remaining  useful  life of the  Licensed  Materials,  which  useful life will be
deemed to be ten (10) years from the date of delivery of the Licensed Materials.

Licensee shall give Lucent prompt  written  notice of all such claims,  actions,
proceedings  or suits alleging  infringement  or violation and Lucent shall have
full and  complete  authority  to assume  the sole  defense  thereof,  including
appeals,  and to settle  same.  Licensee  shall,  upon  Lucent's  request and at
Lucent's expense, furnish  all necessary information and assistance available to
Licensee and cooperate in every  reasonable way to facilitate the defense and/or


                                       17
<PAGE>


settlement of any such claim, action, proceeding or suit at Lucent's expense. If
Lucent  fails or refuses to provide  the defense of Licensee as required by this
Section 15,  Licensee  shall be entitled to proceed  with its own defense at the
expense  of  Lucent.  Lucent  shall be  entitled  to  proceed  with a defense of
Licensee with a reservation of rights.

No  undertaking  of Lucent under this  section  shall extend to any such alleged
infringement  or violation  to the extent that it: (a) arises from  adherence to
design modifications,  specifications, drawings, or express written instructions
which  Lucent is  expressly  directed by  Licensee  to follow,  but only if such
alleged  infringement or violation does not reside in  corresponding  commercial
Licensed Material of Lucent's design or selection;  or (b) arises from adherence
to  instructions  to apply  Licensee's  trademark,  trade name, or other company
identification;  or (c) resides in a Licensed  Material which is not of Lucent's
origin  and  which is  furnished  by  Licensee  to  Lucent  for use  under  this
Agreement;  or (d) relates to use of Licensed  Materials or other items provided
by Lucent in  combinations  with other  products,  Licensed  Materials  or other
items,  furnished  either  by  Lucent  or  others,  which  combination  was  not
installed, recommended or otherwise approved by Lucent.

THE  LIABILITY  OF LUCENT  AND  LICENSEE  WITH  RESPECT  TO ANY AND ALL  CLAIMS,
ACTIONS,  PROCEEDINGS,  OR SUITS  BY  THIRD  PARTIES  ALLEGING  INFRINGEMENT  OF
PATENTS,  TRADEMARKS, OR COPYRIGHTS OR VIOLATION OF TRADE SECRETS OR PROPRIETARY
RIGHTS BECAUSE OF, OR IN CONNECTION  WITH, ANY ITEMS FURNISHED  PURSUANT TO THIS
AGREEMENT  SHALL BE  LIMITED TO THE  SPECIFIC  UNDERTAKINGS  CONTAINED  IN  THIS
SECTION.

16.      LIMITATIONS OF LIABILITY

         [REDACTED]

                                       18
<PAGE>


17.     FORCE MAJEURE

Neither Party shall be liable to the other Party for any loss, damage,  delay or
failure of performance  resulting directly or indirectly from any cause which is
beyond its  reasonable  control,  including,  but not  limited to the  elements;
extraordinary  traffic conditions;  riots; civil  disturbances;  wars; states of
belligerency  or  acts  of the  public  enemy;  labor  disputes;  strikes;  work
stoppages;   inability  to  secure  raw  materials,  product  or  transportation
facilities; or the laws, regulations, acts or failure to act of any governmental
authority,  including  but not  limited  to  denial  of a U.S.  Export  License,
hereinafter  referred to as "Force  Majeure".  A Party shall promptly notify the
other Party of the  occurrence of a Force Majeure event and the notifying  Party
shall be excused from any further  performance of these obligations  affected by
the Force Majeure  Event for as long as such Force  Majeure Event  continues and
such Party uses and continues to use its best efforts to recommence performance.
Failure of a Party to perform under this Agreement because of the endurance of a
Force Majeure event for more than thirty (30) days will represent grounds by the
other Party to  terminate  the portion of this  Agreement  affected by the Force
Majeure event.


18.      INDEPENDENT CONTRACTOR

All work  performed by one Party under this  Agreement  shall be performed as an
independent  contractor and not as an agent of the other and neither Party shall
be, nor represent itself to be, the employee, agent, representative,  partner or
joint  venture of the other.  Neither Party shall have the right or authority to
assume or create  an  obligation  on behalf of or in the name of the other or to
otherwise act on behalf of the other.  The performing Party shall be responsible
for its employees' and agents'  compliance with all applicable laws,  rules, and
regulations while performing work under this Agreement.


19.     ASSIGNMENT

Except as provided in this Agreement,  neither Party shall assign this Agreement
or any  right  or  interest  under  this  Agreement,  nor  delegate  any work or


                                       19
<PAGE>


obligation to be performed under this Agreement,  (an "assignment")  without the
other Party's prior written consent.  Notwithstanding the foregoing,  Lucent may
assign or delegate any portion of this  Agreement that relates to work performed
in the European Union to an affiliate  entity  domiciled in the European  Union;
provided,  however,  that Lucent shall remain responsible for the performance by
the assignee of such obligations.  Nothing shall preclude a Party from employing
a  subcontractor  in carrying out its obligations  under this  Agreement,  but a
Party's  use of  such  subcontractor  shall  not  release  the  Party  from  its
obligations under this Agreement.

20.     NON-WAIVER

No waiver of the terms and  conditions  of this  Agreement,  or the  failure  of
either Party to strictly  enforce any term or condition of this Agreement on one
or more  occasions  shall be  construed  as a waiver of the same or of any other
term or condition of this Agreement on any other occasion.


21.     SEVERABILITY

If any provision in this Agreement, or any portion thereof, is subsequently held
to be invalid or unenforceable under any applicable statute or rule of law, then
that provision or portion  notwithstanding,  this Agreement shall remain in full
force and effect and such  provision or portion shall be deemed omitted and this
Agreement  shall be construed as if such invalid or  unenforceable  provision or
portion had not been contained herein.

22.     SETTLEMENT OF DISPUTES

Senior  Management of either Party may, upon notice of a dispute and within five
(5)  business  days of receipt of such a notice  from the other  Party  elect to
utilize a non-binding resolution procedure whereby each presents its case before
a panel consisting of two senior  executives of each of the Parties and, if such
executives  can agree upon such an  individual,  a mutually  acceptable  neutral
advisor.  If a Party elects to use the procedure  set forth in this clause,  the
other Party shall participate.  The hearing shall occur no more than 10 business
days after a Party serves  notice to use the procedure set forth in this clause.
If the matter cannot be resolved by such senior executives, the neutral advisor,
if one has been agreed upon,  may be asked to assist such senior  executives  in
evaluating the strengths and  weaknesses of each Party's  position on the merits
of their dispute. The Parties shall each bear their respective costs incurred in
connection  with the procedure set forth in this clause,  except that they shall
share equally the fees and expenses of the neutral advisor, if any, and the cost
of the facility for the hearing.

If a dispute is not  resolved as set forth above,  then either  Party may,  upon
notice  to the other  Party,  submit  the  dispute  to  binding  arbitration  in
accordance with the following:

         (a)      The arbitration  shall be held in New York City before a panel
                  of three  arbitrators.  Either  Party may,  upon notice to the
                  other Party,  demand arbitration by serving on the other Party
                  a statement of the dispute,  the facts relating or giving rise
                  to such dispute and the name of the arbitrator selected by it.
                  Issues of arbitration shall be decided by the arbitrators.

         (b)      Within five (5) days after  receipt of such notice,  the other
                  Party shall name its arbitrator, and the two arbitrators named
                  by the Parties shall,  within five (5) days  after the date of
                  such notice, select the third arbitrator.

         (c)      The   arbitration   shall  be  administered  by  the  American
                  Arbitration  Association  and be  governed  by the  Commercial


                                       20
<PAGE>


                  Arbitration Rules of the American Arbitration Association,  as
                  may be amended from time to time, except as expressly provided
                  in this clause. The arbitrators may not amend or disregard any
                  provision of this clause.

         (d)      Discovery shall only be allowed as ordered by the arbitrators.
                  The  arbitrators  shall allow such discovery as is appropriate
                  to the purposes of arbitration in accomplishing a fair, speedy
                  and  cost-effective  resolution of disputes.  The  arbitrators
                  shall  reference the rules of evidence of the Federal Rules of
                  Civil  Procedure  then in  effect  in  setting  the  scope and
                  direction  of such  discovery,  but shall  afford  substantial
                  weight  to  the   burden   of   discovery   in   making   such
                  determinations.

         (e)      The decision and award  rendered by the  arbitrators  shall be
                  binding  on  the  Parties.   The  arbitrators  shall  have  no
                  authority to award  punitive or exemplary  damages or to award
                  damages in excess or in contravention of the Agreement.

         (f)      The  arbitration  shall  be  governed  by  the  United  States
                  Arbitration  Act.  The  award  shall be made  within  four (4)
                  months of the  appointment  of the  arbitrator and judgment on
                  the award may be entered by any court having jurisdiction.

         (g)      The costs of the arbitration proceedings conducted pursuant to
                  this  clause  shall  be paid by the  Party  designated  by the
                  arbitrators.


23.      TERMINATION; SURVIVAL OF OBLIGATIONS

In the event that either Party is in material  breach or default of the terms of
this Agreement and such breach or default  continues for a period of thirty (30)
days after receipt of written notice from the other Party, then the Party not in
breach or default shall have the right to terminate this  Agreement  without any
charge , obligation or liability except for (i) charges to Licensee for Software
Products  already  delivered and accepted or deemed accepted and (ii) charges to
Licensee for Services already performed.  Notwithstanding the foregoing,  if the
non-breaching party is Licensee,  Licensee may, at its option and in addition to
the remedies provided in Section 8A , return all Software Products to Lucent and
receive a refund from  Lucent for the amounts  paid to Lucent in clauses (i) and
(ii) above. The Party not in breach or default shall provide full cooperation to
the other party in every  reasonable  way to facilitate the remedy of the breach
or default  hereunder  within the applicable  cure period.  Notwithstanding  the
foregoing,  if the nature of the  material  breach or default is such that it is
not a  payment  obligation  (other  than  failure  to  comply  with the  license
restrictions  contained herein) and it is incapable of cure within the foregoing
thirty (30) day period, then the thirty (30) day cure period may be extended for
a  reasonable  period of time (in no event to exceed an  additional  thirty (30)
days), provided that the Party in breach or default is proceeding diligently and
in good faith to effectuate a cure.

The Parties  agree,  in good faith to negotiate  and  finalize  the  maintenance
agreement  (the  "Maintenance  Agreement"),  as  referred  to in the letter from
Lucent dated  October 21, 1998,  within a period of fifteen (15)  business  days
following the Effective  Date.  The  Maintenance  Agreement will be based on the
pricing and other  principles as stated in the above referred to letter.  In the
event no  agreement  is  reached  within  said  time  frame  with  respect  to a
maintenance agreement, either party will have the right to immediately terminate
this Agreement with no additional obligations.

The Parties'  rights and  obligations  which,  by their nature,  would  continue
beyond the termination, cancellation, or expiration of this Agreement, including


                                       21
<PAGE>


but not  limited to, the  obligations  in the clauses  entitled  Limitations  of
Liability,  Patents, Trademarks and Copyrights, Use of Information,  Publication
of Agreement, and Export Control, shall survive such termination,  cancellation,
or expiration.


24.     GOVERNING LAW

Except as required by local law in any jurisdiction outside of the United States
and as expressly  agreed to in writing by the Parties,  this  Agreement  and the
rights and obligations of the Parties under this Agreement shall be construed in
accordance  with and be  governed  by the laws of the State of New York  without
giving effect to the principles therein relating to the conflicts of law.


25.      NOTICES

All notices,  requests,  approvals and other communications ("Notices") required
or allowed under this  Agreement  shall be in writing and addressed as set forth
below or to such other person  and/or  address as either Party may  designate by
written Notice pursuant hereto.  Such Notices shall be deemed to have been given
when received.  Notices may be delivered by hand or sent by prepaid certified or
registered  airmail,  confirmed facsimile or electronic mail, provided a copy is
also forwarded by prepaid registered airmail.

         Lucent: Lucent Technologies Inc.
                           Global Commercial Markets
                           5440 Millstream Road, E3N32
                           McCleansville, North Carolina 27301


               Attention:  Contract Manager


         Licensee:         Viatel, Inc.
                           800 Third Avenue, 18th Floor
                           New York, New York 10022

               Attention:  General Counsel


26.     ENTIRE AGREEMENT

This Agreement,  which includes any exhibits or attachments  hereto,  represents
the  entire  Agreement  and  understanding  between  the  Parties  and all prior
discussions and arrangements  between the Parties,  whether oral or written, are
merged   into  this   Agreement   and   there  are  no  other   representations,
understandings,  arrangements  or  agreements  between  the  Parties,  except as
expressly  set forth  herein.  Neither  Party shall be bound by any  conditions,
definitions, warranties,  understandings, or representations with respect to the
subject matter hereof other than as expressly provided in this Agreement.

This  Agreement  may be  modified  only  by  written  amendment  and  signed  by
authorized  representatives  of the  Parties.  No course of  dealing or usage of
trade shall be invoked to modify the terms or conditions of the Agreement.


                                       22
<PAGE>


27.    COUNTERPARTS

This Agreement may be executed in one or more counterparts,  each of which shall
be deemed an original,  but all of which together  shall  constitute one and the
same instrument.


LUCENT TECHNOLOGIES INC.                                    VIATEL, INC.

By: /s/(SIGNATURE ILLEGIBLE)             By: /s/(SIGNATURE ILLEGIBLE) 
    -------------------------------          -----------------------------------
Name:______________________________      Name:__________________________________

Title:_____________________________      Title:_________________________________

Date:______________________________      Date:__________________________________


                                       23
<PAGE>


                                                         LUCENT TECHNOLOGIES
                                                         Bell Labs Innovations



Angela R. Pinette                                        Lucent Technologies
Sales Engineering Director                               1600 Osgood Street
Communication Software Business Unit                     Room 20-3S3
                                                         North Andover, MA 01845


October 21, 1998

Dear Frank,

This letter refers to our discussions of last Friday  (98/10/16) with respect to
changes to the scope of work of our project,  and is intended to synchronize our
presently negotiated SOW (Version 3.0 DRAFT 3) to the total price of the project
and the license agreement we are currently negotiating.  Secondly, we also refer
to the  discussions of last Friday  regarding  VIATEL's  request for maintenance
services. Thirdly, we would like to bring up a subject not previously discussed,
which is a recent  change to the number of switches in your  described  network,
that is now  included  in the  above  referenced  SOW and for which you have not
approved pricing.


[REDACTED]


                                       1
<PAGE>


Definition of 'no-breakage' support:
No-breakage support means:
a)       During the term of this maintenance agreement Lucent agrees to maintain
         the compatibility  between the Software on the one hand, and the NORTEL
         DMS systems  100E,  250/300,  and GSP on the other hand,  provided that
         VIATEL  has  made   available  to  Lucent  well  in  advance  all  such
         information (which may include Proprietary Information), subject to the
         use and  disclosure  restrictions  of  this  Agreement,  as  reasonably
         required to establish such compatibility.
b)       If VIATEL determines,  upon analysis  undertaken,  that there have been
         any changes to its NORTEL DMS systems 100E, 250, 300, and GSP installed
         in its network that would  affect the  compatibility  or the  operating
         ability with Lucent's product or successor  product,  then VIATEL shall
         promptly  provide to Lucent  the  information  necessary  for Lucent to
         update the compatibility of its products or successor products.
c)       Compatibility  as  referred  to in sub a) and  sub b)  means  that  the
         functionality  of  Lucent  products  will  not  be  affected.  However,
         compatibility does not mean, and Lucent does not warrant,  that the new
         functionality  of the new  generic  release of the NORTEL DMS  software
         will work in conjunction with and is supported by the Lucent product.

[REDACTED]

Please provide us with written confirmation on acceptance of this letter.

Sincerely

Angela R. Pinette


                                       2

<PAGE>

                                   APPENDIX A


Contract Price List                                                     98/10/22

VIATEL SERVICE & NETWORK OPERATIONS CENTER PROJECT
COMMUNICATION SOFTWARE PRICES
[REDACTED]




                                   APPENDIX B


                                   [REDACTED]