LETTER OF AGREEMENT

TO:        Richard Altomare
FR:        Gene Rosov
RE:        Agreement for SkyNet Videocalling Development

Thank you for our discussions concerning the deployment of Talk Visual's
videocalling equipment package into the SkyNet network of worldwide locations.
Based on our discussions, the following represents our agreement for proceeding
to fit out two hundred SkyNet network locations with our most cost-effective
videocalling package to be used as a ten-site trial.

1.         LOCATIONS: You will choose the 200 appropriate locations We
           understand that you will choose key venues in Latin America, which
           you believe will produce the greatest volume of videocall traffic.

2.         PACKAGE: We will provide you with ISDN video-codecs from Motion Media
           (the MM225) and, if and only if necessary, a computer for running our
           software if the location does not have a computer available. The
           tracking software will be provided as part of the package at no
           additional cost. The location itself will provide the necessary
           television (a 25" or 27" TV is preferred). In addition, if possible,
           the location will provide a VCR. It must also provide a 128K ISDN
           dial-up line (generally delivered as two 64K circuits). As discussed,
           ANY existing regular analog line can be "converted" by the local
           telco to an ISDN facility, usually at very modest incremental charge.
           We will provide all set-up guidance at no cost.

3.         PAYMENT: You agree to pay five thousand dollars ($5,000) to purchase
           TEN Motion Media ISDN Telephones. These ten will be installed
           immediately in mutually chosen venues. For each additional
           installation beyond the first ten, the SkyNet location itself must
           commit to a low-cost lease program of approximately $100 down and
           between $50 and $100 monthly, depending upon the equipment
           configuration chosen. Any profit on the lease arrangements will be
           split equally between us.

4.         TIMING: We agree to provide the TEN Motion Media Telephones within
           five (5) days of receipt of your payment.

5.         DEPLOYMENT AND PROMOTION: We will jointly arrange for presentation of
           the program to your locations, and for shipment direct to them. We
           will work closely with you to promote business and consumer
           videocalling between the target cities/countries and other worldwide
           locations, with an especial focus on the U.S.A. and locations here in
           Miami. We will produce a promotional mailing for use by your Latin
           American locations, and work closely with SkyNet to create a
           successful mailing piece and ongoing product promotion. We will
           obtain significant Spanish-language press coverage here in the United
           States.




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6.         PRESS INFORMATION: We will produce a press release today (attached)
           announcing our venture and will provide it for your editing prior to
           any issuance. As we are planning this release for today, Thursday,
           February 17, 2000, we will remain in close contact with you.

We truly appreciate your enthusiasm for this project. I am personally looking
forward to working to working closely with you on this. This comes with my vest
best regards and appreciate for your valued perspective and partnership.

Signed for Talk Visual Corporation:                Signed for USXP/SkyNet:




/S/                                                 /S/
---------------------------------------------       ------------------------
Eugene A. Rosov, Pres/CEO                          Richard Altomare, Chairman
                                                             USXP