LETTER OF AGREEMENT



TO:      Richard Altomare
FR:      Gene Rosov
RE:      Agreement for SkyNet Videcalling Developing



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: Your 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 compute for running our software if
     the location does not have a compute 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 chose 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 ad 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.


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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.

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, 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 closely with you on this. This comes with my very best
regards and appreciation for your valued perspective and partnership.



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




/S/ EUGENE A. ROSOV                                 /S/ RICHARD A. ALTOMARE
-------------------                                 -----------------------
Eugene A. Rosov                                     Richard A. Altomare
President & CEO                                     Chairman




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